TaxTMI 
TaxTMI 
2020 (9) TMI 1196
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....mpany viz. Palm Lagoon Backwater Resorts Private Limited. 2. The Asset Reconstruction Company (India) Limited (hereinafter referred to as, ("Financial Creditor") filed an application CP/(IB) No. 1312/2018 on 12.10.2018 before the NCLT (Chennai Bench) u/s 7 of the Insolvency and Bankruptcy Code (IBC), 2016, read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, to initiate the Corporate Insolvency Resolution Process (CIRP) against the Palm Lagoon Backwater Resorts Private Limited hereinafter referred to as ("Corporate Debtor"). Since the National Company Law Tribunal (NCLT), Kochi Bench, has been constituted for the cases pertaining to the State of Kerala and Lakshadweep Union Territory, the case is transferred to Kochi Bench of NCLT (hereinafter referred as Tribunal') and the NCLT, Kochi Bench and renumbered as TIBA No. 09/ KOB/ 2019. The said application was admitted by this tribunal vide Order dated 20.09.2019 and Mr. R. Velu (Registration No. IBBI/IPA-001/IP-P00127/2017-18/10269 was appointed as the Interim Resolution Professional (IRP). The CIRP period commenced thereafter. 3. The IRP, so appointed had informed the actio....
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.....2020. Consequently, the Resolution Plan has been submitted before the CoC for its consideration in the meeting held on 19.08.2020. The CoC in its Eleventh meeting considered the same and approved the Resolution Plan with 100% voting rights. SUBMISSION OF RESOLUTION PLANS 8. In response to the said EOI, there was 1 (one) Expression of Interest (EOI) that was received. The RP after verifying EoI criteria accepted them as a prospective Resolution Applicant. The Resolution Applicant, namely Invent Assets Securitisation and Reconstruction Private Limited submitted their binding resolution plan dated 31.01.2020 and the same was discussed and considered in the meeting of the CoC held on 29.02.2020. There were suggestions by CoC on deletion/modification of certain clauses in the Resolution Plan. The Resolution Applicant had agreed for the changes required by CoC all through mails dated 05.03.2020, 15.07.2020 and 27.07.2020. Consequently, the resolution plan was found compliant with the requirements of the Code and the CIRP Regulations and the same has been submitted before the CoC for its consideration in the meeting held on 19.08.2020. The COC in its Eleventh meeting considered the....
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....ountry. Invent is promoted by leading professionals including Mr. M. N. Singh, IPS, former Commissioner of Police, Mumbai and Mr. Pankaj Gupta, a leading Chartered Accountant of Mumbai and Mr. G. N. Bajpai, former Chairperson of Securities and Exchange Board of India (SEBI) and also Life Insurance Corporation of India. Currently, apart from the promoters, inter-alia, Canara Bank, Bank of India, Central Bank of India, West End Investment & Finance Consultancy Pvt Ltd and Lakshmi Vilas Bank are the shareholders. The Company has an authorised share capital of Rs. 150 crores, and Issued, Subscribed and Paid-up capital of about Rs. 99.37 crores, and the current net worth of Invent is Rs. 158.88 crores. Invent has been promoted by a group of professionals from diverse fields with outstanding calibre. The Company with its appropriate credentials offers a wide array of services to help banks and financial institutions in channelizing resources and realize value out of non-performing assets (NPAS). It is one of the most influential advisors in this business segment with right Information, knowledge and application. Over the period Invent has developed expertise to resolve and revive NPA ass....
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.... of the protection of the moratorium against any suit, legal proceedings and investigations or have any liability with respect to anything which is done or intended to be done or omitted in good faith and in compliance with the Code, CIR Regulations or any other applicable law) to enable it to monitor the Corporate Debtor as going concern. e) Order in relation to the grant of concessions, reliefs and dispensations sought in terms of page nos. 74 to 80 of the resolution plan. f) Directing all stakeholders to cooperate with the Resolution Applicants and the MC to keep the Corporate Debtor a going concern and to implement the Resolution Plan in the manner approved by this Tribunal. g) Direct that the powers of the suspended board of directors of the Corporate Debtor shall remain suspended till the Resolutions Applicants acquire control of the Corporate Debtor in the manner set out in the Resolution Plan; and/or h) Declare the attachments to the land property by Tax Recovery Officer, Income Tax Department, Ahmedabad as null and void. i) Declare the attachment to the land property by Labour Court, Kollam as null and void. j) The peti....
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....rtain statements and projections (contained in this proposed Resolution Plan) are based on judgmental estimates and assumptions. TABLE OF CONTENTS S no Particulars 1. PREAMBLE 2. DEFINITIONS 3. OVERVIEW 4. ABOUT THE RESOLUTION APPLICANT 5. PALM LAGOON BACKWATERS RESORTS PVT. LTD. -UNDERSTANDING OF RESOLUTION APPLICANT 6. REASONS FOR PRESENT POSITION OF PLBRPL & TURNAROUND STRATEGY BY RESOLUTION APPLICANT 7. MANDATORY CONTENTS OF THE PLAN 8. FUNDING PLAN AND SOURCES OF FUNDS 9. FINANCIAL PROPOSAL 10. RESTRUCTURING OF CAPITAL 11. IMPLEMENTATION AND SUPERVISION 12. MANAGEMENT OF PLBRPL AFTER RESOLUTION 13. RELIEFS AND CONCESSIONS 14. KEY DIRECTIONS PREAMBLE This Resolution Plan (herein after referred to as the "Plan") is being submitted by INVENT ASSETS SECURITISATION & RECONSTRUCTION PRIVATE LIMITED (hereinafter referred to as "INVENT" or "The Resolution Applicant"), pursuant to invitation for submission of resolution plans for PALM LAGOON BACKWATERS RESORTS PVT. LTD. (hereinafter referred to as "PLBRPL" or the "Corporate Debtor"). INVENT ASSETS SECURITISATION & RECONSTRUCTION PRI....
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....tends to make sincere efforts to turnaround the business in the best interest of all the stakeholders, viz Banks, Employees, Government, Local bodies and society at large. Resolution Applicant has made this proposal based on the following assumptions: • That the Resolution Applicant is of the firm belief that the takeover of the business of corporate debtor is in clean form without any pending legal conflicts with any agency and should there be any unresolved legal conflicts pending on the date of NCLT/ADJUDICATING AUTHORITY orders or arising after on account of pre-acquisition issues the same shall stand extinguished in view of the binding nature of judgment passed by NCLT/ADJUDICATING AUTHORITY bench under IBC code. • As per the information available on records and shared by Resolution Professional, there are no claims filed by any operational creditor thus no payment has been proposed towards the settlement of operation creditors dues. • Further this Resolution Plan has been designed with strict compliance in respect of the provisions of the IB Code and the relevant Regulations. The resolution plan has following salient features: ....
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....te Debtor for the conduct of its business under Applicable Law; "CIRP" shall have the meaning ascribed to it in Overview Insolvency and Bankruptcy Code / Corporate Insolvency Resolution Process; "CIRP Regulations" mean the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 as prevailing at the material time and amended from time to time; "CIRP Costs" means the insolvency resolution process costs, as defined under the Code, incurred in respect of CIRP of PLBRPL; "CIRP Period" means the period commencing on Insolvency Commencement Date and expiring on the Effective Date or 16.06.2020 (i.e. 270 days from the insolvency commencement date) whichever is earlier; "Claim" means 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, un matured, secured or unsecured, contingent, crystallized or fructified, of any nature whatsoever including Interest, damages, penalties and fines whether claimed by any Governm....
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....m its obligations under this Plan, including: (a) acts of God, comprising fire, drought, flood, earthquake, epidemics and other natural disasters; (b) explosions or accidents, and terrorist attacks; (c) strikes, labour unrest or lock-outs; and/or (d) any event or circumstance analogous to the foregoing; "Governmental Authority" includes (a) any national, federal, state, county, municipal, local, or foreign government or any entity exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to government in any jurisdiction, (b) any public international organization, (c) any agency, division, bureau, department, or other political subdivision of any government, entity or organization described in the foregoing clauses (a) or (b) of this definition, (d) any company, business, enterprise, or other entity owned, in whole or in part, or controlled by any government, entity, organization, or other Person described in the foregoing clauses (a), (b) or (c) of this definition; "Group Companies" Means and includes (i) a company which, directly or indirectly, holds 26% (twenty six percent) or more of the share capital of the said company....
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....y corporate, partnership, joint venture, estate, trust, company, unincorporated association or organization, firm, Governmental Authority or other enterprise, association, organization or entity whether or not required to be incorporated or registered under Applicable Law; "Process Memorandum" or "PM" means the document issued by the Resolution Professional with regard to Request for Proposal for Submission of Resolution Plans on 01.01.2020, in accordance with the code and applicable regulations there under; "Resolution Applicant" means INVENT ASSETS SECURITISATION & RECONSTRUCTION PRIVATE LIMITED (hereinafter referred to as "INVENT", which shall implement the Resolution Plan; "Resolution Plan" means this resolution plan, as proposed by the Resolution Applicant by way of submission of its bid to the Resolution Professional on 31.01.2020, for resolution of PLBRPL as a going concern or any amendment/ modification in the plan thereafter; "Resolution Professional" means Mr. R Velu (IBBI/IPA-001/IP-P00127/2017-18/10269), appointed as the Resolution Professional of PLBRPL by the NCLT/ADJUDICATING AUTHORITY, Kochi; "Secured Financial Creditor" means the following banks/fina....
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....s to be interpreted as, a word of limitation and when introducing an example, does not limit the meaning of the word to which the example relates, to that example or examples of a similar kind; g. any reference to a statute, ordinance, code or other law includes regulations and other instruments under it and amendments or re-enactments of any of them; h. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated inclusive of that day; i. a reference to "month" shall mean an English calendar month and a reference to "year" shall mean an English calendar year, except as expressly provided otherwise in this Resolution Plan; j. the values given herein are approx. values and the same shall be rounded off shall be rounded off to the nearest rupee; k. if a word or phrase is defined, parts of speech and other grammatical forms of that word or phrase shall have a corresponding meaning; l. any reference to time is a reference to Indian Standard Time; and m. Reference to anything including any amount is a reference to the whole and each part of it. OVERVIEW Background ....
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....Applicant (RA) to submit the Resolution Plan vide its mail dated 05.01.2020 and shared the Request for Resolution Plan (RFRP) document. There after pursuant to request from the RA, RP has provided an Information Memorandum dated 01.01.2020 on 03.01.2020 containing certain information relating to the Corporate Debtor ("Information Memorandum" or "IM"). We thank the Resolution Professional and Committee of Creditors for inviting the Resolution Applicant to submit a Resolution Plan for the Corporate Debtor. The Resolution Applicant is submitting a Resolution Plan for the insolvency resolution of the Corporate Debtor as a going concern. In the event the Resolution Professional is considering a Resolution Plan providing for acquisition or transfer of any of the undertakings of the Corporate Debtor separately, the Resolution Applicant shall be notified of the same and shall be afforded the right to modify this Plan appropriately. Subsequent to our Expression of Interest submitted on 24.12.2019, we, hereby present a Resolution Plan based on the Information Memorandum and information/documents provided by the Resolution Professional. The Resolution Plan complies with the provis....
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....ve Date the Existing Promoters/ Existing Guarantors, erstwhile Promoters or any member, associate of the Existing and Erstwhile Promoter groups shall be restrained to do any business directly or indirectly in connection with the services provided by Corporate Debtor by using any of such IPR including but not limited to drawing, design, process, inventions, diagrams, equipments etc. developed or procured in the past by Corporate Debtor directly or indirectly. In addition, the Existing Promoters or Erstwhile Promoters, Existing Guarantors or any member/ associate of Existing Promoters or Erstwhile Promoters and Promoter groups shall also be restrained from transferring any such IPR to any other person whether related to them or not. 4. The Plan shall be binding on each of the persons mentioned above including Resolution Professional, Financial Creditors of PLBRPL. All such persons shall use their best efforts to do or cause to be done, such further acts, deeds, matters and things and execute such further documents which are/may be required by the Resolution Applicant to give full effect to the terms of this Plan in accordance with its terms and conditions. 5. Notwithstanding an....
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....sehold or license basis and intangible assets including technical knowhow, licenses, patents, copyrights, logo, knowledge, brand, franchise agreement etc.) held by the Corporate Debtor shall be re-vested with the Corporate Debtor from the Closing Date, free and clear off all encumbrances (albeit with the changed share holders/ new promoters) from the full payment date. 10. As this plan is envisaging full payment within 15 days, hence upon implementation of the resolution plan, all title deeds, financing documents and other related documents (including charge documents, if any) held by the Existing Financial Creditors shall be handed over to the Resolution Applicant. 11. The Financial Creditors and existing security holders hereby agree to exercise their rights as lenders or shareholders (as the case may be) of each related party (contemplated in Financial Proposal) and make efforts in good faith to procure such related party's cooperation to modify such contracts as contemplated in Financial Proposal). Furthermore, notwithstanding the reliefs and concessions in plan, each Financial Creditor hereby expressly releases (with no requirement of any further action) the Corporat....
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..... Upon approval of the Plan by the NCLT/ADJUDICATING AUTHORITY, the Resolution Applicant be permitted to draw up the financial statements of the Company for a period ending on the Effective Date (or any date closest to that date as may be practicable) in compliance with applicable accounting standards such that it truly reflects the claims verified and the realisable, fair value of the assets as may be determined by the board of directors of the Resolution Applicant. 16. For the above purpose, the Resolution Applicant will be permitted to carry out necessary write off of assets, creation of additional liability or expenses or write back of liability or provision (as the case may be) in the books of accounts of the Company pertaining to the period between the Insolvency Commencement Date (ICD) and the Effective Date. 17. Pursuant to the order of the NCLT/ADJUDICATING AUTHORITY approving this Plan, any debit or credit, being the balancing figure, shall be adjusted by the Company in the capital reserve at its sole discretion and the same shall be deemed to be in compliance with the applicable accounting standards. 18. The restated balance sheet of the Company would appear on ....
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....ious provisions of the Code and as per the guidelines provided in Process Memorandum. However, if there is any inadvertent inadequacy/ shortcomings/ defects in the Resolution Plan, the Resolution Applicant shall be given an opportunity for rectifying and removal of such inadequacy/ shortcomings/ defects so observed. 23. The Resolution Applicant also proposes to be given an opportunity for discussion and negotiation with the members of the CoC and thereafter revising the Proposed Resolution Plan based on its discussions and negotiations with the members of the CoC. ABOUT THE RESOLUTION APPLICANT Resolution Applicant - Invent Assets Securitisation & Reconstruction Private Limited (INVENT) The details of the RA are as mentioned below: - CIN Full Name Registered Address U74999MH2003PTC139774 Invent Assets Securitisation & Reconstruction Private Limited Bakhtawar, Suite B, Ground Floor, Backbay Reclamation Scheme Block III, 229, Nariman Point Mumbai 400021 Invent Profile: Name Invent Assets Securitisation & Reconstruction Company Private Ltd (INVENT). Registered Office The registered office of INVENT, is situated at Bakhtawar, Suite B, Ground....
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....NBFCs) have contributed towards purchase of a specific/pool of non-performing assets from banks and/or financial institutions. By focusing on Medium and Small enterprises, Invent has already begun emerging as a leading ARC player in the country. Shareholding pattern Invent is promoted by leading professionals including Mr. M. N. Singh, IPS, former Commissioner of Police, Mumbai and Mr. Pankaj Gupta, a leading Chartered Accountant of Mumbai and Mr. G. N. Bajpai, former Chairperson of Securities and Exchange Board of India (SEBI) and also Life Insurance Corporation of India. Currently, apart from the promoters, inter-alia, Canara Bank, Bank of India, Central Bank of India, West End Investment & Finance Consultancy Pvt. Ltd and Lakshmi Vilas Bank are the shareholders. The Company has an authorised share capital of Rs. 150 crores, and Issued, Subscribed and Paid-up capital is about Rs. 99.37 crores, and the current net worth of Invent is Rs. 158.88 crores. Asset under management as on March 31, 2019 Rs. in Crores AUM 4346 No. of Assets 234 Gross o/s 18516 Financial Information: (Rs. in crores) 2013-14 2014-15 2015-16 2016-....
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....f Baroda, Central Bank of India, Bank of Maharashtra, General Insurance Corporation, Life Insurance Corporation of India, India Rare Earths and Zonal Audits of Steel Authority of India, Mahanagar Telephone Nigam Limited besides private sector clients. He also has been associated with assignments involving Investigative Audits, Monitoring of borrowers Accounts, valuations among other related specialized professional assignments allotted to his firm of Chartered Accountants was founded by him, which is on the panel of various Banks and Institutions. He is the Chairman of West End Investment & Finance Consultancy Pvt. Ltd and Vice Chairman of West End Housing Finance ltd., besides being a Senior Partner of Shah Gupta & Co., an established firm of Chartered Accountants since 1976 and was a Member of the Primary Market Advisory Committee of Securities and Exchange Board of India till 31.10.2007. Mr. G N Bajpai - promoter director Mr. G.N. Bajpai has been at the helm of affairs in executive positions and brings with him years of experience as regulator of the Securities Market in India, as also in the field of Insurance, Investment Banking, Corporate Governance to name a few. He....
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....the Reserve Bank of India (RBI). During his career, he worked in various profiles across different departments of RBI thereby giving him all round experience of the functioning of the Regulator and Supervisor. He took VRS as Executive Director, RBI in 2014 and was appointed as Director, Centre for Advanced Financial Research and learning (CAFRAL) promoted by RBI, a position in the grade of Deputy Governor. He was Executive Director, RBI in October 2007 to April 2014 and Was overseeing the Department of Banking Supervision, Financial Stability Unit, Department of Communication, Dept. of Information Technology, Secretary's Dept., Foreign Exchange Department, Department of Payment and Settlement System of the RBI. He also headed the Deposit Insurance and Credit Guarantee Corporation. He was Executive Director overseeing the Department of Non-Banking Supervision between 2008-2011. He was the Chairman and Member of several Working Groups set up by the Bank/Government of India. During 2011, he chaired the Working Group on Information Security, Electronic Banking Technology, Risk Management and Cyber Frauds, the recommendations of which have been implemented April 2011. The RBI guidel....
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....t (Acquisition and Resolution) - Ms. Manhas, Chartered Accountant, has more than 19 years of professional experience having worked in the areas of distress asset resolution, insolvency, corporate finance and cash management systems. Ms. Manhas during her career prior to joining Invent had advised several clients on debt restructuring and one-time settlements with their bankers. She has also worked on several corporate finance transactions having raised project finance and working capital for mid-level and large corporates and has provided other financial advisory and consultancy services to such corporates. Ms. Manhas oversees business development and relationship management, and is also involved in acquisitions & resolution of NPAs from banks and institutions under SARFAESI Act and Indian Bankruptcy Code, Ms. Manhas is also responsible for ensuring compliance. Before joining Invent, Ms. Manhas has worked with the Regional Office of Ranbaxy, Singapore, Bajaj Allianz General Insurance Company and West End Investment & Finance Consultancy. Ms. Priyanka Ranka - President (Acquisition and Resolution) - A Chartered Accountant by profession having 10 years of experience in the Asset R....
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.... experience in retails and corporate finance and responsible for the acquisition and resolution of NPLs acquired from Banks/FIs by her team and responsible for managing relationship with banks and financial institutions. Before joining Invent she has worked with IL&FS Trust Company Limited, Citibank- Global Consumer Group, National Commodity and Derivatives Exchange and IDBI Trusteeship Services Limited in various roles and diverse responsibilities in the financial and banking sector. Mr. Dharnik Shah - Senior Vice President (Acquisition and Resolution) - A qualified CFA, LLB and MBA with experience in various fields such as Commodity Markets, Debt Syndication & Corporate Debt Restructuring. He gets with him experience of 14 years in core operational setup & 2 years of corporate loan documentations & management consultancy. He is responsible for complete resolution of the assets acquired by him, business development and exploring new business possibilities with banks & financial institutions. Ms. Ruchi Sharma - Company Secretary & Compliance Officer - Ms. Ruchi Sharma is a Company Secretary by profession and is an associate member of the Institute of Company Secretaries of In....
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....ion and Resolution of the Non-Performing Assets belonging to various industries. Ms. Jain has carried out financial and legal due diligence, analysing the viability for acquisition of the debts, dealing with banks for acquisition on auctions or bilateral basis, statutory and regulatory compliance. She is actively involved in planning resolution strategies and implementing them for speedy resolution of the acquired debts, constant follow up with the advocates and attending legal matters before all legal forums. Ms. Mamta Thakker- Assistant Vice-President (Acquisition and Resolution)- A qualified Chartered Accountant since 2014, Masters of Commerce and Certification in Public Financial Management from IMFx (an online initiative of International Monetary Fund). Ms. Thakker has experience in Internal, Forensic and Compliance Audit as well as Direct Taxation Assignments. Ms. Thakker has actively been involved in the preparation of Standard Operating Procedures (SOP), defining risk control system and evaluating the efficacy of risk management procedures. She has been with Invent from 2017, having gained professional experience in the areas of distress asset resolution, insolvency, ....
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....ndustry following are few list of account which are a part of the portfolio held by Invent out of which a few of them have already been resolved with a turn around. 1. Kamat Hotels (India) Ltd 2. Shell Inn International Ltd PALM LAGOON BACKWATERS RESORTS PVT. LTD. UNDERSTANDING OF THE RESOLUTION APPLICANT PALM LAGOON BACKWATERS RESORTS PVT. LTD. (PLBRPL) was incorporated on 15th May 2002 with Registrar of Companies, Ernakulam (RoC, Ernakulam). The Company Identification Number (CIN) is U55101KL2002PTC015416. The Company is involved in Hotels; camping sites and other provision of short-stay accommodation. In 2009, the company gave a corporate guarantee to secure the debt of parent company Neesa Leisure Ltd., who had availed a loan of Rs. 14,50,00,000/- from Union Bank of India. The above loan was assigned by Union Bank of India to ARCIL. The CD is undergoing CIRP pursuant to application filed by ARCIL a Financial creditor for initiating CIRP under section 7 of the Insolvency and bankruptcy code 2016 ("IBC") read with Rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016 before the Hon'ble National Company Law Trib....
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.... of Shareholder No. of Shares Paid up amount % Holding 1 Neesa Leisure Ltd 11,999 1,19,99,000 99.99 2. Gupta Sanjay Sanjana 1 1000 0.01 Total 12000 1,20,00,000 100% Claims of creditors admitted as per the Code:- As per the provisions of the Code, the following are the details of the claims of the creditors which have been filed to the RP and subsequently verified and admitted by the RP with respect to the CIRP of the Corporate Debtor. Financial Creditors: As per the Information Memorandum and based on latest data available in Information Memorandum, total claims filed by Financial Creditors (as on Insolvency Commencement Date) amount to INR 2148 Lakhs. Of this, the Resolution Professional has admitted claims of Financial Creditors to the extent of INR 2148 Lakhs. The detail of individual admitted claims of Financial Creditors is set out below: Amount in INR Amount in INR Sr. No. Name of Creditor Address Amount Claimed Amount admitted % Voting Share 1 Asset Reconstruction Company (India) Ltd 10th Floor, The Ruby, 29, Sen....
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....ur, Rajasthan 33,45,850 Rejected Total 1,00,60,850 NA There are 3 entries as attachment on the property in the records of Registration Department. 1. Labour Court for dues of workers - Due amount not available 2. Income tax Department for tax dues of Neesa Leisure Ltd for a demand of Rs. 1,32,91,16,980/- 3. Kerala Electricity Board for dues electricity charges for a demand of Rs. 2,80,853/- REASONS FOR PRESENT POSITION OF PLBRPL & TURNAROUND STRATEGY BY RESOLUTION APPLICANT Cause of Default: The corporate debtor had given Corporate Guarantee for financing availed by Neesa Leisure Ltd, who defaulted in their obligations to United Bank of India. The debt of Neesa Leisure along with underlying securities i.e. corporate Guarantee of PLBRPL was assigned vide agreement dated 13.08.2018. The application in NCLT is moved by ARCIL for recovery of its dues from PLBRPL as Corporate Guarantor of Neesa Leisure Ltd. Rationale for Takeover and Turnaround Strategy by INVENT: 1. RA is into business of asset securitization and reconstruction with rich experience of turning around sick industries of similar nature and also cu....
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....ule is 15 days from the effective date as set out in the Financial proposal. E. Mechanism regarding management and control of the affairs of the Corporate Debtor during implementation of the Plan & adequate means for supervising its implementation Mechanism regarding Management and control of Corporate Debtor during the term is as under: • Detailed mechanism regarding the management and control of Corporate Debtor has been described in the management of PLBRPL part of this plan. • The Resolution Applicant has taken into account the interests of the stakeholders of the Corporate Debtor to the extent possible in (Financial Proposal). • The revival of the Corporate Debtor, as envisaged under this Plan, shall contribute significantly to society and government by contributing significant direct and indirect employment and service provision opportunities in the regions, all other direct/indirect taxes. Through the implementation of this plan, the Resolution Applicant proposes to apt-size balance sheet of the Corporate Debtor and focus on operational excellence, thereby serving the society and creating significant value for all stakeholders of ....
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.... such guarantee has been invoked by the creditor and remains unpaid in full or part; i. has not been subject to any disability, corresponding to clauses (a) to (h) above under any law in a jurisdiction outside India. G. Declaration to the effect that the Plan is not in contravention of provisions of the Applicable Law The Resolution Applicant confirms that this Plan is not in contravention of the provisions of any Applicable Law. H. Confirmation to the effect that the Resolution Plan is in compliance with such other requirements as may be specified by the Board The Resolution Applicant confirms to the effect that the Resolution Plan as submitted by The Resolution Applicant confirms to such other requirements (if any) as may be specified by the Insolvency & Bankruptcy Board of India. I. Addressing the Cause of Default of Corporate Debtor The cause of default and how the Resolution Applicant is addressing such cause through this Resolution Plan has already been demonstrated above in this plan. J. Feasibility and Viability of the Plan The plan proposed by RESOLUTION APPLICANT is in compliance with IB Code and its regulations. RESOLUTION APPLICANT has p....
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....olution plan amount i.e Rs. 50,00,000/-(Rupees Fifty Lakhs Only) as initial payment. This initial payment of the resolution amount shall be done to the RP in the designated account within a period of 7 days from the Effective Date; the said amount shall be utilised for payment towards unpaid CIRP cost, Operational Creditors i.e. Kerala State Electricity Board Ltd and towards the payment to secured financial Creditor. b. Final Payment The Resolution Applicant shall make payment of the balance 50% of the resolution plan amount i.e. a sum of Rs. 50,00,000/- (Rupees Fifty Lakhs only) within 15 days from the effective date to the RP in the designated account which shall be utilised towards full and final payment to the secured financial creditors. Upon receipt of the final payment, the secured financial creditors and all other stake holders shall provide No dues Certificates to the RA and all the charges registered against the Corporate Debtor (PLBRPL) if any shall be satisfied. Infusion of funds shall be undertaken by the Resolution Applicant - INVENT from its own sources. INVENT has sufficient resources to induct more funds in the company to meet the proposed investment....
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.... by Resolution Professional A list of creditors with claims received and admitted as on 01.01.2020 as received by resolution professional in response to the public announcement as per Information Memorandum is enlisted below. The creditor's wise details are as under: INR in Lakh Nature of creditor Amount Claimed by Creditors Amount Admitted Financial Creditors Secured Financial Creditors 2148.99 2148.99 Unsecured Financial creditors* 67.15 Rejected Sub Total- A 2216.16 2148.99 Operational Creditor (Other than Workmen and Employee and Statutory Dues) 33.45 Rejected Operational Creditor (Workmen & Employee and Statutory Dues) 0.00 0.00 Operational Creditors 2.33 2.33 Sub Total- B 0.00 0.00 Total A+B 2251.92 2151.32 Nature of creditor Amount Claimed by Creditors Amount Admitted Financial Creditors Secured Financial Creditors 2148.99 2148.99 Unsecured Financial creditors* 67.15 Rejected Sub Total- A 2216.16 2148.99 Operational Creditor (Other than Workmen and Employee and Statutory Dues) 33.45 Rejected Operational Creditor (Workmen & Employee and Statutory Dues) 0.00 0.0....
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....olders: Order of Priority Nature of Creditor Basis of Settlement & indicative amount 1st CIRP Cost The CIRP Costs shall be paid in full towards final payment of the corporate insolvency resolution process costs payable in terms of Section 30(2)(a) of the IB Code. Operational Creditors (including Workmen/Employees and Statutory Creditors) Liquidation Value due to Operational Creditors (including Workmen/Employees and Statutory Creditors) as per RESOLUTION APPLICANT estimations is assumed to be almost NIL. Consequently, amount required to be paid to Operational Creditors for Liabilities until the Insolvency Commencement Date is NIL. However, no claim has been received from any operational creditor, thus these are assumed to be Nil. Hence, no amount has been proposed to be paid to such creditors. 2nd Dues to Workmen / Employees (other than related parties of CD) As per Section 53(1)(b) of the Code, the workmen's dues for the period of twenty-four months preceding the liquidation commencement date; rank equally with the dues of the secured financial creditors. As per Section 53(1)(c) of the Code, the wages and any unpaid dues owed to....
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....ditors aggregates to INR 2218.49 Lakhs. The detail of the secured financial creditors, along with the amount of their claims admitted, has been provided in the beginning of the plan. The Resolution Plan envisages restructuring and payment of the claims of Financial Creditors admitted by the Resolution Professional in the manner stated below: Against a total amount of claim of Financial Creditor (secured) amounting to INR 2218.49 Lakhs, it is envisaged that an amount of INR 100 Lakh (minus unpaid CIRP cost & Operational Creditors), shall be paid in full and final settlement against their total dues and complete upfront waiver of the balance amount is sought. Note: The Resolution Applicant proposes to freeze the total payment towards secured Financial Creditors claim at an amount of INR 100 Lakhs only as reduced by any unpaid CIRP costs and Operational Creditor, if any. I. The secured CoC Member shall unconditionally release all securities / collaterals (pertaining to the Company) against which the debt had been availed by Neesa Leisure Ltd. and the Secured CoC Members shall no longer be entitled to exercise any security interest and / or rights in re....
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....ment of Workmen and Employee Dues As per the provisions of IBC the Claims of Workmen & Employee shall be satisfied in the manner set forth below: - As per Section 53(1)(b) of the Code, the workmen's dues for the period of twenty-four months preceding the liquidation commencement date; rank equally with the dues of the secured financial creditors. As per Section 53(1)(c) of the Code, the employee's dues for the period of twelve months preceding the liquidation commencement date; rank farther in the priority i.e., after the dues of the secured financial creditors. As per the Information Memorandum there are no employees or workmen of the Corporate Debtor and there has not been any filing of the claims by the employees and workmen of the Corporate Debtor. Hence, the Resolution Applicant assumes that there are no dues of the Workmen/ employees of the Corporate Debtor which are outstanding for the CIRP Period. Payment of Statutory Dues As detailed in earlier parts of this Resolution Plan, no claim has been filed by the Statutory Creditors. Hence no amount has been proposed towards such creditors. Payment of Operational Creditors (Other than Statutory dues an....
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....Commencement Date, the liquidation value of which is NIL and therefore no amount is payable in relation thereto. All such liabilities shall immediately, irrevocably and unconditionally stand fully and finally discharged and settled with there being no further claims whatsoever, and all forms of security created or suffered to exist, or rights to create such a security, to secure any obligations towards Financial Creditors and/or Operational Creditors and/or other creditors shall immediately, irrevocably and unconditionally stand released and discharged, and the Operational Creditors and other creditors shall waive all rights to invoke or enforce the same. ii. In accordance with the forgoing, all claims (whether final or contingent, whether disputed or undisputed and whether or not notified to or claimed against PLBRPL) of all Governmental Authorities (including in relation to Taxes, and all other dues and statutory payments to any Governmental Authority) relating to the period prior to the Effective Date, shall stand fully and finally discharged and settled. iii. Any and all legal proceedings (including any show cause notice, adjudication proceedings, assessment p....
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....ainst PLBRPL, relating to any period prior to the Effective Date, shall immediately, irrevocably and unconditionally stand extinguished, waived, revoked, cancelled, withdrawn, dismissed and abated (vis-a-vis, PLBRPL or the new management of PLBRPL) on the Effective Date pursuant to the NCLT/ADJUDICATING AUTHORITY Approval Order, and no person shall have any further rights or claims against PLBRPL or new management in this regard. The cancellation of these liabilities/claims is necessary for the resolution applicant to run the unit viably as going concern for the benefit of all the stakeholders. v. Any other pending suits, litigation and legal proceedings that have been initiated against or by PLBRPL, which have not been set out in Information Memorandum (Other Disputes); as the Information Memorandum provides extremely limited information in connection with the ongoing litigations and other disputes; we are not in a position to analyse the nature of cases initiated by/ against PLBRPL and any specific treatment of such cases are practically not possible. a. Except for any cases filed by PLBRPL or for the benefit of PLBRPL, all inquiries and investigations,....
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....L or pursuant to the implementation of the Resolution Plan. Treatment of Contractual Claims and Liabilities While the existing contracts of PLBRPL, shall be continued, except as stated herein, all liabilities (statutory or otherwise) of PLBRPL, arising from any contractual arrangements entered into by PLBRPL, any claims against PLBRPL, or liabilities of PLBRPL, arising or having crystallized prior to the Effective Date shall be deemed to be cancelled and written off on the Effective Date pursuant to NCLT/ADJUDICATING AUTHORITY Approval Order. Further, any claim against PLBRPL, arising from any contractual arrangements, whether set out herein or not, whether admitted or not, due or contingent, asserted or unasserted, present or future, whether or not set out in the Information Memorandum, the balance sheet or the books of accounts of PLBRPL, in relation to any period prior to the Effective Date, will be written off in full and will be deemed to be permanently extinguished by virtue of the NCLT/ADJUDICATING AUTHORITY Approval Order and the Resolution Applicant, PLBRPL and/ or the new management of PLBRPL shall, at no point, be made directly or indirectly responsible or liable f....
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....ut the requirement of any further act or deed by the Resolution Applicant and/or PLBRPL. Treatment of all other Unspecified Liabilities and/or Claims All other liabilities of PLBRPL (to the extent not specified and/or dealt with in this part or any other part of this Resolution Plan), including but not limited to contingent liabilities, statutory liabilities, customer claims, service provider claims, duties, responsibilities and all other obligations of any nature whatsoever and all dues payable to the other creditors, including any claims or demands or liabilities in connection with or against PLBRPL, whether under Applicable Law, equity or contract, whether admitted or not, due or contingent, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Information Memorandum, the balance sheet or the books of accounts of PLBRPL, in relation to any period prior to the Effective Date shall be deemed to be owed and due as of the Insolvency Commencement Date, the liquidation value of which is NIL and therefore no amount is payable in relation thereto. All such liabilities shall immediately, irre....
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....ion Plan. RESTRUCTURING OF CAPITAL Current Structure As on 31st March 2013 and 01.01.2020 (information memorandum date), PLBRPL has an issued, subscribed share capital of INR 120 Lakh divided in to 12000 Equity Shares. The paid-up capital as on 31.03.2013 is Rs. 120 Lakh (Last available as per PIM) Restructured Capital As part of the Resolution Plan, the entire share capital of PLBRPL shall be restructured, such that the resultant shareholding of PLBRPL shall be as under: S. No. Category of Shareholder Face Value Number of Shares Percentage (%) 1. Resolution Applicant INR 10/- each 1000000 100.00% Total 1000000 100.00% The aforesaid restructuring shall take place in the following manner, in the sequence set out below: a. On the date of Upfront Equity Infusion, PLBRPL shall undertake a capital reduction and cancellation of the entire existing equity share capital and by the existing shareholders of PLBRPL i.e. 12000 Equity Shares shall stand cancelled/ extinguished without requirement of writing of the words "and reduced" in the corporate name and style of PLBRPL. b. The cancellation of sh....
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....given once the resolution plan has been approved by the NCLT/ADJUDICATING AUTHORITY. In light of the above, no shareholder's approval under Companies Act is required to be obtained by PLBRPL for issue of Equity Shares to the Resolution Applicant and the procedure for issuance of shares as set out in Section 62 of Companies Act read with Rule 13 of Share Capital and Debenture Rules, 2014 shall be followed only to the extent relevant and required in light of Explanation to Section 30(2) of the Code read with MCA Notification. 1. Increase in Authorized Capital The restructuring of the capital of PLBRPL (as elaborated in (Restructuring of Capital) part) may require increase in authorized share capital of PLBRPL or consequent amendment of the constitutional documents i.e. the Memorandum of Association of PLBRPL. As per Regulation 37 of the CIRP Regulations, the Resolution Plan may provide for amendment of the constitutional documents of the corporate debtor. Accordingly, as an integral part of the Resolution Plan, the authorized equity share capital of PLBRPL shall be increased to allow such restructuring, without any further act, instrument or deed by PLBRPL and without an....
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....f the Corporate Debtor comprising of 12000 Equity Shares of face value of INR 1000/-each amounting to INR 1,20,00,000/- be reduced to 0 Equity Share of face value of Re 0/- each. The Resolution Applicant shall be exempt from requirement of any approval from any agency/authority to effect the alteration of the above said Share Capital. However, necessary forms (PAS 3) shall be filed with ROC for record and compliance. The exiting resolution applicant should be allowed to issue fresh equity of Rs. 100 Lakhs Cancellation of Shares of existing Promoter Group of CD: After the capital reduction this Plan proposes to extinguish all the equity and preference shares held by existing promoters/promoter group/ shareholders immediately without payment of any price to them. Cancellation of Shares of other existing shareholders apart from Promoters Group: Post the capital reduction of existing prompter shareholding, the shareholding of the other existing shareholders shall be cancelled in the similar manner and such equity and preference shares would be extinguished without any pay-out Infusion of Funding: The resolution applicant shall infuse INR 50 Lakhs in the form of share applicati....
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....pplicant shall be entitled to revise the acquisition structure (including, the implementation thereof), in compliance with Applicable Law, to implement the Plan by intimating the Committee of Creditors. • As part of restructuring of the corporate debtor, Resolution Applicant is completely free for (i) the capital reduction; • The Resolution Applicant further requires obtaining all such approvals under a 'single window clearance' approach from the NCLT/ADJUDICATING AUTHORITY for effective and efficient implementation of the Plan. 3. MONITORING AND SUPERVISION 1. In order to ensure that the Resolution Plan is implemented in accordance hereof and that the obligations undertaken herein are adhered to in letter and spirit, an appropriate monitoring committee shall be appointed within 7 Business Days of the NCLT/ADJUDICATING AUTHORITY approval of this plan. 2. The Committee of Creditors shall constitute the monitoring committee, which may comprise one representative of the Resolution Applicant, representative of the COC and a qualified Insolvency Resolution Professional (which may or may not be RP) to be appointed by CoC in consultation with Res....
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....iness of PLBRPL shall be carried on by the new management as appointed by the Resolution Applicant. However, Resolution applicant requires the support of RP and the existing management to continue working under its control for a minimum period of 1 months for complete handholding of all the resort related work. 3. The Resolution Professional was appointed by the NCLT/ADJUDICATING AUTHORITY and the CoC was formed by the Resolution Professional during the conduct of the Corporate Insolvency Resolution Process. The Resolution Professional shall be released of his/ her duties and responsibilities and the CoC shall be dissolved after handover as mentioned above in point 1.2 with effect from the Effective Date. The members of the CoC may separately monitor the activities of the Company and the implementation of the Resolution Plan in accordance herewith. Within 30 days of the effective date, the Board of Directors of PLBRPL shall be reconstituted, wherein the existing directors (including the independent directors) shall resign and new directors will be appointed to the Board of Directors of PLBRPL by the Resolution Applicant. The new Board will be professionally managed by experience....
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....out affixation of Digital signatures. 12. Further, whole-time key managerial personnel, if required, will be appointed as per the requirements of the Companies Act by the Resolution Applicant. 13. The Resolution Applicant shall appoint the statutory and internal auditor of their choice, subject to Applicable Laws. 14. In order to successfully drive the operations of PLBRPL, the team of experts of relevant field will work under the direct supervision and control of the new management. 15. Resolution Applicant shall be the new promoter of PLBRPL and relevant applications shall be made to SEBI for declassification of existing Promoters as promoters of PLBRPL, if required. 2. EXISTING EMPLOYEES As mentioned in the information memorandum there are no existing employees of the Corporate Debtor. Further the RA also proposes to appoint technical persons having experience in running affairs of a resorts preferably or from hospitality industry at a mutually negotiated remuneration. For financial sustainability and also keeping in view the fact that the resort is to be started, the Resolution Applicant shall be free to appoint its own resources including manpower, labour,....
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....ue to write back/write off of liabilities in the books of accounts of PLBRPL, without any impact on brought forward tax and book loss / depreciation, pursuant to this Resolution Plan, more specifically lifting of attachment from the Registration Department • Income tax Department for tax dues of Neesa Leisure Ltd for a demand of Rs. 1,32,91,16,980/- (This will make the plan unviable) • Labour Court for dues of workers - Due amount not available (Further no claim filed with Resolutions Professional) c. Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its implementation, d. Neither the Resolution Applicant, nor any of its Affiliates or connected persons, will be disqualified from or considered ineligible under the Code for proposing and /or implementing a plan in relation to the insolvency resolution of any person (other than the Corporate Debtor), merely on account of the implementation of this Plan by the Resolution Applicant; e. It is to be confirmed that, on and from the Closing Date, all accounts of the Corporate Debtor sh....
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....L in accordance with the terms of this Resolution Plan. m. Waiver/extinguishment of any tax (including but not limited to income-tax and MAT) and duty (including interest, fine, penalty, etc.) and legal liability pertaining for the period prior to the Effective Date such as any kind of existing and/or future litigation/assessment/scrutiny/contingency. n. All creditors of the Corporate Debtor shall have to withdraw all legal proceedings commenced against the Corporate Debtor in relation to Claims, including all criminal proceedings, proceedings under Section 138 of the Negotiable Instruments Act, 1881 and proceedings under SARFAESI and RDDBFI, within 30 (thirty) days of the Effective Date for revival of the corporate debtor and for economic stability of the business of the Corporate Debtor. o. From the Effective Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, proceedings in connection with PLBRPL or affairs of PLBRPL (including those initiated by Governmental Authorities), pending or threatened, present or future in relation to any period prior to the Effective Date, or arising on account of implemen....
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....order (s) which were possessed by the Corporate Debtor to conduct the business shall deemed to be in continuation on the date of final approval of NCLT/ADJUDICATING AUTHORITY as those were prior to the Insolvency Commencement Date by All or any one of the applicable statutory / Governmental Authority (s) for the time being in force for ensuring the economic viability and financial sustainability of the business of Corporate Debtor; s. Since the Resolution Applicant has been provided with limited information in relation to the Business Permits, Service Licences and their current status, it is probable that some of the Business Permits, licences of the Corporate Debtor may have lapsed, expired, suspended, cancelled, revoked or terminated or the Corporate Debtor has Non- Compliances in relation thereto. Accordingly, all Governmental Authorities to provide reasonable time period after the Effective Date in order for the Resolution Applicant to assess the status of these Business Permits and ensure that the Corporate Debtor is compliant with the terms of such Business Permits and Applicable Law without initiating any investigations, actions or proceedings in relation to such No....
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....Effective Date, take all steps, execute all documents and make appropriate filings with the Registrar of Companies for release of such securities and charges created by the company will be deemed satisfied. aa. AII corporate guarantees, indemnities, letters of comfort, undertakings provided by PLBRPL, in respect of any third-party liability (including of Parent/ Subsidiaries) shall stand revoked and extinguished on the Effective Date pursuant to approval of the Resolution Plan by the order of the NCLT/ADJUDICATING AUTHORITY, without the requirement of any further act or deed by the Resolution Applicant and/or PLBRPL. bb. The existing equity shares and preferential shares if any shall be written off and a fresh equity shall be issued equivalent to Rs. 100 Lakhs of face value Rs. 10/- i.e. 10,00,000 shares which shall be held by the Resolution Applicant KEY DIRECTIONS The Resolution Applicant has prepared this Resolution Plan with a view to maximize the value of the assets of PLBRPL to resolve insolvency and improve utilization of such resources (in line with the legislative mandate of the Code). It is imperative that the following directions are granted in favour of the ....
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....ning law The terms of this Resolution Plan shall be governed by and construed in accordance with the laws of India. 2. Accounting Standards On and after the Effective Date, the Resolution Applicant shall be permitted to draw up the financial statements of PLBRPL, for a period ending on the Effective Date (or any date closest to that date as may be practicable) in compliance with applicable accounting standards such that it truly reflects the claims verified and the realisable, fair value of the assets as may be determined by the board of directors of PLBRPL. For this purpose, PLBRPL shall be permitted to carry out necessary write off of assets, creation of additional liability or expenses or write back of liability or provision (as the case may be) in the books of accounts of PLBRPL. Pursuant to the NCLT/ADJUDICATING AUTHORITY Approval Order, any debit or credit, being the balancing figure, arising as a result of giving effect to the Resolution Plan, shall be adjusted by [PLBRPL] directly in the capital reserve account. 3. Assignment The Resolution Applicant shall be free to undertake the implementation of the Resolution Plan through an Affiliate. 4. Compliance....
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....ch case, all the existing liabilities, including but not limited to liability pertaining to Financial Creditors, Operational Creditors, or any dues, claims, demand, in present or in future or any contingent liability or any disputes or litigations filed by or against PLBRPL shall continue in its name and shall not be waived or modified in any manner. 8. Assignment by Creditors If at any time before the NCLT/ADJUDICATING AUTHORITY Approval Date, any creditor transfers/assigns its loans/debts to any other person or third party, such assignee/ transferee shall be bound by the terms of this Resolution Plan. 9. Severability In the event it is determined that any provisions of the Resolution Plan is unenforceable either on its face or as applied to any claims or transaction and/or in the event any provision of the Resolution Plan becomes invalid for reasons other than by breach of any party, the Resolution Applicant may apply to the NCLT/ADJUDICATING AUTHORITY for appropriate modification of such provisions of the Resolution Plan, and such invalidity and/or unenforceability of the provision of the Resolution Plan shall not render the whole Resolution Plan ineffective, unless ....
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....thereof has been provided to us. b. Until the date of passing of any order by the NCLT/ADJUDICATING AUTHORITY with respect to this Plan, the Resolution Applicants shall not disclose any information pertaining to this Plan or the Company and its affair or any information which is provided to them by the Resolution Professional, except where such disclosure or announcement is required under Applicable Law, or when such disclosures is made to their advisors, lenders and consultants. Signed for and on behalf of Resolution Applicant Name: INVENT ASSETS SECURITISATION & RECONSTRUCTION PRIVATE LIMITED Sd/- G K Sharma, Chief Executive Officer Date: 31.01.2020 Place: Mumbai FINDINGS: - 18. I have heard the submissions made by the Learned Counsel for the Resolution Professional through video conferencing and going through the Resolution Plan submitted by M/s. Invent Assets Securitisation and Reconstruction Pvt Ltd which satisfies the threshold approval by 60% voting right of the CoC. As per the CoC, the plan stands the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Res....