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TaxTMI 
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2019 (11) TMI 1593
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....solvency & 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 Creditors 1,60,430/- Total 2519,61,56,928/- 6. The break up of Fina....
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....on 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 Resolution Plan to the RP. 20. In the 12th CoC meeting dated 30.01.2019, the CoC approved the consideration of WeP's Resolution Plan and the plan of Kalpraj Dharamshi & Rekha Jhun....
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.... 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. (Scenario 2) 28. The Resolution Plan further proposes the delisting of the Corporate Debtor and provides that in case the public shareholders wish to exit the Corporate Debtor, the Successful Resolution Applicant shall offer an exit price of Rs.50....
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....k 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-ordination, support and approval from third parties) and till such Collateralised FCs are replaced, the Resolution Applicant 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. Once the bank guarantee expires or the corresponding project is....
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.......................... 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. RELIEFS AND CONCESSIONS .................................................................................... 36 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: Resolution Plan for Ricoh India Limited in respect of its Corporate Insolvency Resolution Process. 1. INTRODUCTION OF THE RESOLUTION APPLICANT 1. Resolution Applicant 1.1 We in our ....
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....d 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 appreciated 12x in four years. Around the same period, he had identified the nascent organized retail industry and invested in Pantaloon Retail Ltd. He exited his investment at 40x his original investment after a holding period of three years. As of March 31, 2018, Mr. Dharmashi had a Net worth of around INR 453 Cr. (Indian Rupees Four Hundred Fifty Three Crores Only). 1.3 Brief Profiles of Mrs. Rekha Jhunjhunwala Mrs. Rekha Jhunjhunwala is an ace investor and invests in Indian markets since very early part of her career. She is the wife of Mr. Rakesh Jhunjhunwala. She is a commerce graduate from Chinai college of commerce, Mumbai. 1.3.1 Some successful investments & net worth Mrs. Jhunjhunwala has made some very successful i....
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....al 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. CIRP Regulations shall mean Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as amended. Claim shall include a right to payment, right to remedy arising pursuant to a contract, under any law for the time being in force, if such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, matured, not matured, secured or unsecured, contingent, crystallised or fructified, of any nature whatsoever including interest, damages, sanctions, penalties and fines whether claimed by any Governmental Authority, supplier, creditor or any other person CoC shall mean the committee of creditors of the Corporate Debtor constituted by the Resolution Professional in accordance with the provisi....
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....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 amendment INR shall mean Indian Rupees INR Cr. shall mean Indian Rupees in Crores Insolvency Commencement Date shall mean date of commencement of CIRP, i.e., 14 May 2018. Insolvency Resolution Process Cost or CIRP Cost shall have the meaning ascribed to it in the IBC; Interim Management Costs shall have the meaning as prescribed in clause 5.4.5 List of Creditors shall mean the list of creditors of the Corporate Debtor dated January 24, 2019 as uploaded on the website of the Corporate Debtor; Monitoring Agent shall have the meaning as prescribed in Clause 5.4.3 Monitoring Committee shall have the meaning as prescribed in Clause 5.4.1 NCD shall mean Non-Convertible Debentures; NRG shall mean NRG Group Limited; NCLT Approval Date shall mean the date of approval of the Resolution Plan by National Company Law Tribunal, Mumbai; Operational Creditor or OC shall have the meaning as....
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....ange Board of India; Share Capital shall mean the entire equity share capital of the Corporate Debtor; and Transfer Date shall mean the date of completion of merger with BidCo or date on which payments / settlements are made towards the claims of the operational creditors, the claims of the employees and workmen and collateralisation / settlement of the financial creditors as provided under the Resolution Plan, whichever is earlier. All other capitalised terms defined hereinafter in the Resolution Plan shall have the respective meaning ascribed thereto, wherever such term is used in the Resolution Plan. 2. OUR UNDERSTANDING OF THE CORPORATE DEBTOR 2.1 Ricoh India Limited ("Ricoh India" or "the Corporate Debtor") is a subsidiary of Ricoh Company Ltd., Japan ("RCL"). RCL is a leading global supplier of office automation equipment, including copiers, facsimiles machines, data processing systems, and related supplies. 2.2 The Corporate Debtor has been present in India for over 37 years, and operates through a pan-India network of 7 offices and over 1,000 business partners. It is engaged in two key lines of business - printing and ITS. 2.2.1 The printing business pertains t....
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....ution Applicant reserves the right to seek details of the outstanding CIRP Cost and requisite documents evidencing the amounts incurred for the outstanding CIRP Cost. 3.2 Treatment of Financial Creditors As per the List of Creditors, the total amount of claims of Financial Creditors admitted by the RP is INR 1,728.28 Cr. (Indian Rupees Seventeen Hundred and Twenty Eight Crores and Twenty Eight Lakhs Only). We have sub-categorised this amount and propose the payments as follows: Definition Particulars Claim Amount Admitted (INR) "Related Party FC" Ricoh Company Ltd., Japan 13,20,04,04,017 Ricoh Asia Pacific Pte. Ltd., Singapore 2,09,47,39,726 "Collateralised FC" Corporation Bank 27,77,20,676 Kotak Mahindra Bank 2,10,68,082 Bank of India 1,92,55,164 Citi Bank N.A., India 30,29,53,159 "Non-collateralised FC" Deutsche Bank 1,36,66,71,090 Total 17,28,28,11,914 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 Appr....
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....clause 5.3. Upon payment of INR 1.00 Cr. (Indian Rupees One Crore Only), all of the claims of the respective Related Party FC and Related Party OC would stand fully extinguished and the Claims of the respective Related Party FC and Related Party OC, together with all of their rights, title and interest in the underlying contracts, deeds and documents and all collateral (if any) to secure shall stand irrevocably assigned to the BidCo and shall transfer/deliver or cause to be transferred / delivered to the BidCo, all such original documents, deeds and/or writings, and produce the same promptly upon any request by the Resolution Applicant. If the Related Party FC and Related Party OC fail to assign the admitted claim amount within timelines prescribed in clause 5.3, for any reason whatsoever, the claim shall stand permanently extinguished on such date, and the Resolution Applicant and/or Corporate Debtor shall not be liable to make any payments in relation to these claims. 3.3 Treatment of Operational Creditors (other than workmen/employees) As per the List of Creditors, the total amount of claims of Operational Creditors admitted by the RP is INR 790.17 Cr. (Indian Rupees Seven....
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....shtra 3,47,33,90,103 Commercial Tax Officer, Bhopal 1,22,12,857 State Tax Officer, Gandhinagar 51,06,36,046 Total 3,99,62,39,006 We understand that the admitted claim amount for statutory dues admitted is NIL. The Resolution Applicant proposes to pay NIL to Statutory Authorities including Unadmitted Statutory Creditors, as a part of the Resolution Plan. As on NCLT Approval Date, the claim (whether crystallised on the NCLT Approval Date or not) shall stand permanently extinguished, and the Resolution Applicant and/or Corporate Debtor shall not be liable to make any payments, whether admitted or not in relation to these claims. 3.6 Treatment of creditors other than Financial Creditors, Operational Creditors and Workmen & Employees As per the List of Creditors, the total amount of claims of creditors other than Financial Creditors, Operational Creditors and Workmen & Employees admitted by the RP is INR 1,60,430 (Indian Rupees One Lakh Sixty Thousand Four Hundred and Thirty Only). As part of the Resolution Plan, Resolution Applicant proposes to pay in full i.e. INR 160,430 (Indian Rupees One Lakh Sixty Thousand Four Hundred and Thirty Only) towards full and final settlem....
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....ding anything set out in this Resolution Plan, the implementation of this Resolution Plan by the Resolution Applicant shall not be conditional upon satisfaction of any conditions other than approval of the NCLT. 4.2 Implementation of the Resolution Plan 4.2.1 Incorporation of BidCo The Resolution Applicant shall incorporate a special purpose vehicle, BidCo, after CoC approval of the Resolution Plan but before NCLT approval of the Resolution Plan. The shareholding of the BidCo shall be as follows: Shareholders Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Kalpraj Dharamshi 1,60,00,000 16.00 50.00% 10.00 Rekha Jhunjhunwala 1,60,00,000 16.00 50.00% 10.00 Total 3,20,00,000 3 2.00 100.00% The Directors of the BidCo shall be as follows: Name of the Director Designation DIN Kalpraj Dharamshi Director 00056433 Rekha Jhunjhunwala Director 01226765 Further, since the Resolution Applicant are individuals, in our view, the definition of connected persons under the Code is not applicable. 4.2.2 Transfer of NRG and RCL Shares As per the latest publicly information, the shareholding as on 31 December 2018 is as follows: ....
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....r shares then the Resolution Plan shall be implemented via "Scenario A", else the Resolution Plan shall be implemented via "Scenario B". Scenario A and Scenario B are only relevant for clauses 5.2.3 and 5.2.4. Rest of the Resolution Plan is not impacted in any way by these scenarios. 4.2.3 Reconstitution of Share Capital a) Scenario A After the transfer 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) Resolution Applicant 2,92,70,370 29.27 73.60% 10.00 Transferred from NRG 1,09,59,792 10.96 27.56% 10.00 Transferred from RCL 1,83,10,578 18.31 46.04% 10.00 Public Shareholders 1,04,97,791 10.50 26.40% 10.00 Total 3,97,68,161 39.77 100.00% The share capital of the Corporate Debtor shall be reconstituted as follows. The share capital of the Resolution Applicant (which means shares transferred from NRG Group Limited of INR 10.96 Cr. divided into 1,09,59,792 equity shares, the share capital of Ricoh Company Ltd of INR 18.31 Cr. divided into 1,83,10,578 equity shares) and the share capital of the existing Public S....
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....quity 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) NRG Group Limited - - - - Ricoh Company Ltd. - - - - Public Shareholders 41,99,116 4.20 100.00% 10.00 Total 41,99,116 4.20 100.00% c) Applicable for both the Scenarios The Corporate Debtor shall not be required to make any separate application before NCLT under the provisions of the IBC and that the approval of this Resolution Plan by NCLT shall be treated as if the necessary approvals required to have been obtained under the Companies Act, including consent of shareholders or creditors of the Corporate Debtor and applications for merger or capital reduction or share consolidation to NCLT or any other person / appropriate authority, as required under the Companies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with. No further approval of NCLT will be required to give effect to the Reconstitution of Share Capital under ....
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.... 100.00% b) Scenario B Shares of the Corporate Debtor shall be issued to the Resolution Applicant (shareholders of the BidCo) in a swap ratio of 1:1 resulting in the Resolution Applicant owning ~88% of the shares of the Corporate Debtor. The Resolution Applicant shall have the right (but no obligation) to revise the swap ratio in such a manner which will increase the shareholding of Public Shareholders more than the ~12% envisaged herein. Indicative table below assuming no exit from public shareholders. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Resolution Applicant (New shares) 3,20,00,000 32.00 88.40% 10.00 Public Shareholders 41,99,116 4.20 11.60% 10.00 Total 3,61,99,116 36.20 100.00% 4.2.5 Issuance of OCDs to Resolution Applicant The Corporate Debtor will issue unsecured optionally convertible debentures ("OCDs") to the Resolution Applicant as below: PARTICULARS INDICATIVE TERMS Amount INR 21.00 Cr. (Indian Rupees Twenty One Crores Only) Face Value The face value of OCD shall be INR 10.00 Interest ▪ The holders of OCD shall be entitled to receive interest at a coupon rate of 0.01% o....
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....the Monitoring Committee for implementation of the Resolution Plan from the NCLT Approval Date up to completion of the merger Between CoC Approval and NCLT Approval 2. Incorporation of BidCo. by Resolution Applicant with capital by way of equity Between CoC Approval and NCLT Approval 3. Receipt of the certified copy of the order of the NCLT sanctioning the Resolution Plan and fulfilment of conditions prescribed, if any, by NCLT in its said order along with the scheme of merger of Corporate Debtor X 4. Monitoring Committee to take over control X 5. Corporate Debtor to inform to stock exchange regarding NCLT Order and proposed delisting plans and issue of new shares by Corporate Debtor (via reverse merger) X+1 6. Resolution Applicants to provide exit option letters to existing Public Shareholders as part of the delisting process as per clause 5.2.6 X+5 7. Deemed transfer or cancellation of NRG and Ricoh shares as per clause 5.2.2 X+5 8. Deemed assignment of claims or write up of claims of Related Party FC and Related Party OC as per clause 4.2 X+20 9. Corporate Debtor to issue OCDs to Resolution Applicant as per clause 5.2.5 X+20 10. Reconstitution of Share....
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....s of the Monitoring Committee / Monitoring Agent and the costs incurred by the Monitoring Committee/ Monitoring Agent for continuing the business of the Corporate Debtor shall be met from the internal accruals of the Corporate Debtor in the first instance. Any shortfall shall be met by the Resolution Applicant. 4.4.3 On the NCLT Approval Date, Mr. Krishna Chamadia (acting in association with Ernst & Young), who is acting as the RP and therefore experienced in managing the affairs of the Company during the CIRP shall be appointed as a monitoring agent ("Monitoring Agent"). In the event Mr. Krishna Chamadia refuses to or is unable to continue post approval of this Resolution Plan by the NCLT, the Monitoring Committee (as defined below) shall appoint an independent person to act as the Monitoring Agent and such person shall discharge all functions on the Monitoring Agent as envisaged under this Resolution Plan. 4.4.4 The Monitoring Agent, from NCLT Approval Date till Transfer Date, acting on the sole instructions of the Monitoring 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 ....
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....nd the members of the Monitoring Committee shall be subject to and bound by the terms of this Resolution Plan. Further, the members of the Monitoring Committee shall resign with effect from the Transfer Date. 4.4.8 The Monitoring Agent shall not take any actions which are specified in Section 28 of the IBC or materially impact the Resolution Plan without prior approval of the Monitoring Committee. 4.4.9 On and from the NCLT Approval Date till the Transfer Date, the Monitoring Committee shall: (i) carry on the business with reasonable diligence and business prudence and in the same manner and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letter of comfort or commitment, either for themselves or on behalf of its respective affiliates or associates or any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal in 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 appro....
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.....2 From NCLT Approval Date up to the Transfer Date 6.2.1 Immediately on the NCLT Approval Date, the Resolution Professional shall begin the process of delivering and handing over to the Monitoring Committee, the physical custody of all the dossiers, master files and all records and documents in any and all forms - physical or electronic with respect to the business of the Corporate Debtor which are in his possession. 6.2.2 During the period from the NCLT Approval Date and up to the Transfer Date, the Corporate Debtor shall be managed by the Monitoring Committee, as set out in this Resolution Plan, which shall be immediately appointed as per the terms hereof upon sanction of the Resolution Plan by the NCLT. 6.3 From the Transfer Date 6.3.1 The existing Board of Directors of the Company shall be replaced by a new Board of Directors constituted with adequate representation of the 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 ....
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....PROPOSAL 7.1 The Corporate Debtor is engaged in the business of office imaging equipment, production print solutions, document management systems and information technology services. 7.2 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. 7.3 While the Company was already struggling with operations, as is evidenced by the deteriorating financial position, this further impacted the operations of the Corporate Debtor. 7.4 In May 2018, Ricoh India Limited went under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) in terms of Order passed by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench with effect 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 pro....
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....tion on latest financials from the RP. INR Cr. Audited Forecast Year 1 Forecast Year 2 Forecast Year 3 Forecast Year 3 FY16 FY17 FY18 FY20 FY21 FY22 FY23 Revenue from operations 1,067 1,218 681 500 525 578 647 CoGS 618 1,041 688 425 394 404 440 Gross Profit 449 177 (8) 75 131 173 207 Gross Margin 42% 14% -1% 15% 25% 30% 32% Employee benefits 125 124 105 76 76 76 76 Other Expenses 656 223 165 80 80 84 88 Operating EBITDA (332) (170) (277) (81) (25) 13 43 EBITDA % -31% -14% -41% -16% -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 ....
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....he full implementation of this Resolution Plan, the Financial Creditors 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 Resolution Applicant or the Corporate Debtor as contemplated under this Resolution Plan, subject to Applicable Law 8.4.3 Save and except for causing implementation of the actions required from the Resolution Professional and/or the Financial Creditors 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,....
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....f claims by the Resolution Applicant as contemplated in this Resolution Plan, any and all 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 and other charges already accrued / accruing or in connection with any third party claims) any actual or potential Creditors of the Corporate Debtor, any actual 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 s....
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.... also apply to the claims of the Unadmitted Statutory Creditors as mentioned in clause 4.5. (c) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, any and all claims, demands, penalties, charges, fees, etc. that may be made or arising against the Corporate Debtor in relation to any payments required to be made by the Corporate 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 ....
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...., in the event any Person who has any claim(s) against the Corporate Debtor (including Financial Creditors, Operational Creditors, Other Creditors, Governmental Authorities, or otherwise) pertaining to a period prior to the NCLT Approval Date, has not submitted its claim(s) (whether or not it was aware of such claim at such time), or if the claim(s) filed by any such Person has been rejected 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 uncondition....
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....ancellation of existing equity share capital of the Corporate Debtor, reduction in share capital of the Corporate Debtor, consolidation of share capital of the Corporate Debtor, increase in authorised share capital of the Corporate Debtor, appointment of statutory auditor and issuance or allotment of Equity Shares, amendment of the memorandum of association and articles 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 ....
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....sing as a result of giving effect to the Resolution Plan and from being subjected to income tax in the hands of the Corporate Debtor or the Resolution Applicant under the provisions of value added tax, customs, octroi, excise duty, service tax, goods & service tax, Income-tax Act including but not limited 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....
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....anies Act), approval, application or consent shall be necessary on the part of Corporate Debtor or from any other Person/ Governmental Authority in relation to either of these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable 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 Applicabl....
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....lution Plan is incorporated herein: DATED FEBRUARY 16, 2019 ADDENDUM TO RESOLUTION PLAN 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 Resolu....
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....btor 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 automatically extended till such time such litigations are ongoing or exhaustion of amount of INR 2 Cr l....
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....ers 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 in lieu of the benefit of duty on the said import. The export obligation liable to be paid to the Government is to the ....