TaxTMI 
TaxTMI 
TaxTMI 
2020 (9) TMI 1196
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....ted. 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 action taken towards commencement of CIRP as under: - a. pub....
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....sideration 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 same and approved resolution plan with 100% voting rights. 9. The Compliance Certificate....
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....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 assets of diversified sectors. Invent has emerged as a key player in Asset Reconstruction business. Invent ....
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.... 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 petition ought to have been filed on or before 08.08.2020. Resolution Applicant and CoC member are in strict containment zones in Mumbai on account of pandemic COVI-19 there were delays in approving....
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....UT 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 PRIVATE LIMITED is a company registered as an Asset Reconstruction Company under section 3 of SARFAESI Act, 2002 with RBI. PALM LAGOON BACKWATERS RESORTS PVT. LTD. is a Private Limited Company incorporated on 15.05.2002, and is involved in business of Hotels; camping sites and other provisio....
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....lief 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: * Upfront Payment of CIRP Costs in priority to any other payment; * 100% of resolution amount to be paid to CoC within 15 days. * Allows the secured creditor's right i.e. ARCIL to continue its claim against NEESA LEISURE LTD by only releasing the corporate guarantee of Palm Lagoon Backwaters Pvt Ltd * Amount of payment to creditors....
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....osts" 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 Government Authority, creditor or any other Person or identity of whatsoever nature; "Closing date" means the date on which the resolution plan implementation is complete. "Committee of Creditors" means the committee of creditors of PLBRPL, constituted under Section 21 of the Code; "Companies Act" means the Companies Act, 2013, as applicable and as amended from time to time, together with any rules, regulations, notificati....
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....cising 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 or (ii) a company in which the said company, directly or indirectly, holds 26% (twenty six percent) or more of the share capital or (iii) a company in which the said company, directly or indirectly ,has the power to direct or cause to be directed the management and policies of such company whether through the ownership of securities or agreement or any other arrangement or otherwise or (iv) a company which, directly or indirectly, has the ....
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....ith 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/financial institutions whose Claims have been filed to the Resolution Professional as the Secured Financial Creditors of PLBRPL and have been accordingly admitted by the Resolution Professional: 1. Asset Reconstruction Company (India) Ltd (ARCIL) and shall include any other Person to whom the secured financial debt is transferred and/or assigned by the Bank/ FI (in whole or in part), in accordance with Applicable Law.; "Taxes" or "Tax" mean any and all present or futur....
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....ean 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 Pursuant to a default in meeting its payment/repayment obligations as a Corporate Guarantor to as Secured Financial Creditor, an application was filed by ARCIL (Secured Financial Creditor), one of the Financial Creditor of PALM LAGOON BACKWATERS RESORTS PVT. LTD. ("Corporate Debtor"), 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 Tribunal ("NCLT/ADJUDICATING AUTHORITY"), Kochi for initiating Corporate Insolvency Resol....
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....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 provisions of Section 30 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 37, 38 & 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. RESOLUTION PLAN This Resolution Plan, envisaging the full payment within 15 days form effective date, is prepared pursuant to Section 30 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 37, 38 & 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016) ADDITIONAL TERMS 1. The net proceeds to the secured fi....
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....ter 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 anything contained in above clause, all obligations of the Resolution Applicant shall be effective or operative on and from the Effective Date. 6. By the receipt and deliberation of this Plan, the Resolution Professional, the Insolvency Professional (if appointed for the constitution of Monitoring Committee) and the Financial Creditors of the Corporate Debtor agree and undertake that they shall not reveal, and shall ensure that their directors, officers, managers, employees (including those on secondment), legal, financial and professional advisors and bankers to whom Confidential Information is made available do not re....
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....on 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 Corporate Debtor from all indemnity, guarantee and like obligations, in relation to any financial indebtedness availed by any third Person where such financial indebtedness has been provided by such Financial Creditor. 12. (i) This Plan has been prepared on the assumption that none of the assets, receivables or securities of the Corporate Debtor shall be transferred, sold, disposed of or otherwise encumbered in any manner by Resolution Professional, Financial Creditor or any other related body. Notwithstanding anything contained in this plan, in the event of any such transfer, sale, disposal or Encumbrance, the Resolution Applicant and the Resolution Professional ....
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....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 Effective Date, considering the restructuring and payments proposed in the present Resolution Plan forming an integral part of this Resolution Plan. 19. 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 new management of the Company may apply to the NCLT/ADJUDICATING AUTHORITY for appropriate modification of such provisions of the Resolution Plan, to satisfaction of the NCLT/ADJUDICATING AUTHORITY, and such invalidity and/or unenforceability of the provision of the Re....
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....N 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 Floor, Backbay Reclamation Scheme Block III, 229, Nariman Point Mumbai 400021 Date of Incorporation INVENT was incorporated as a private limited company on 28th of March 2003 under the provisions of Companies Act, 1956. Date of Commencement of Business The company commenced business on 6th November 2008 Registration as Securitisation Company and Asset Reconstruction Company INVENT has been registered with RBI as a Securitisation Company and Asset Reconstruction Company pursuant to section 3 of the SARFAESI Act vide certificate of registration No. 10/2008 dated 23rd September 2008 issued by RBI. Shareholders Details of Share Capital Sr. No. Name of Share Holder No. of Share Percentage 1 West End Investment & Finance Consultancy Pvt. Ltd. 52,705,934 53.042....
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....t 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 2016-17 2017-18 2018-19 Paid Up Capital 59.62 59.62 79.49 99.37 99.37 99.37 Net Worth 103.31 105.91 119.42 153.89 156.33 158.93 Acquisition during the year 635.35 1064.34 1140.39 760.15 1039.01 40.76 Total Income 12.50 19.88 25.88 31.36 57.30 68.98 Profit before tax & depreciation 7.97 3.90 (16.15) 5.79 3.02 3.36 Profit Before Tax 7.65 3.55 (16.52) 5.39 2.58 2.93 Transaction Structure of Operating ARCs: The following diagram gives in brief the operating transaction structure of ARCs. Invent's Asset acquisition strategy is unique; which is single asset acquisitions from banks and buying out portfolio of assets with embedded single assets of value. The acquisition is largely done by co-investment model with large SEBI registered funds and NBFCs; this approach reduces the need to raise large quantum of funds by Invent. Invent's investment approach to acquisition of assets is either by taking the asset....
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....curities Market in India, as also in the field of Insurance, Investment Banking, Corporate Governance to name a few. He superannuated while he was the head of Securities and Exchange Board of India which is a counterpart of the Securities and Exchange Commission, USA as its Chairman in February, 2005. His career path encompasses distinguished positions such as Executive Chairman of Life Insurance Corporation, a premier financial conglomerate with an asset base of nearly 4 trillion (US $ 80 Billion), 125000 employees, 130 million policy holders, over 2000 branches and an annual premium income of over US $ 12 billion, with forays into housing, Mutual Fund, Realty, Care-homes, Banking etc. The growth of LIC during his 2-year stint with the Corporation was at record levels of 65% and 135% consecutively. Mr. Raj Narayan Bhardwaj Mr. Raj Narayan Bhardwaj was a Member of Securities Appellate Tribunal (SAT), Government of India, Ministry of Finance, Department of Economic Affairs. It was a two years term, which ended on 7.5.2007. He retired from Life Insurance Corporation of India ("LIC") as its Chairman. During his tenure he met the challenges posed by falling interest rate environment ....
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.... Management and Cyber Frauds, the recommendations of which have been implemented April 2011. The RBI guidelines has become standard for the Industry in information security, information audit, I.T Governance and Cyber frauds. He was also Chairman of the Technical Group set up to Review Supervisory Rating Framework as part of the High Level Steering Committee appointed by RBI in 2012 to review the Supervisory process in India. He authored the Central Credit Registry created by RBI in 2014 for reporting large value credits. He chaired the Committee constituted to examine the recommendations of FSLRC relating to Capacity Building in Banking and nonbanking sector. The report has been accepted and implemented by the Reserve Bank of India. He was the Regional Director, RBI Kerala from 2001 to 2004. He was also Vice-Principal/Member of Faculty in the Reserve Bank Staff College during 1989-1995. He was RBI's Nominee Director in State Bank of Travancore (now merged with SBI) and ECGC and now serves as Independent Director on the Board of Dena Bank. Profile of Executive Management Invent has a select band of professionals constituting its internal team. A brief profile of the managemen....
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....solution) - A Chartered Accountant by profession having 10 years of experience in the Asset Reconstruction Industry. Ms. Ranka is responsible for handling of various accounts and critical acquisitions and resolutions of Non-Performing Loans through SARFAESI Act, 2002, Recovery of Debts and Bankruptcy Act, 1993, Insolvency and Bankruptcy Code, 2016. She has expertise in litigation and attends the legal matters before all respective legal forums. She is also responsible for nurturing business relationship with banks and financial institutions, identifying financial assets, conducting due diligence, ensuring completion of appropriate documentation, including formation of Trusts, etc. Ms. Ranka has handled client's assignments for debt restructuring and one-time settlements including CDR cell proposals. She has been managing huge portfolio of assets starting from the asset size of Rs. 25 Crores & above. Further, Ms. Ranka is also responsible for nurturing business relationship with banks and financial institutions, identifying financial assets, conducting due diligence, ensuring completion of appropriate documentation, including formation of Trusts, etc. Before joining Invent, she....
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....profession and is an associate member of the Institute of Company Secretaries of India having an experience of over 7 years post qualification. She is a commerce graduate from Aligarh Muslim University and has completed her Law from Mumbai University. She is currently designated the Company Secretary and Compliance Officer. Before joining Invent she has worked in the legal, secretarial and compliance department of various financial, manufacturing, infrastructure companies (listed and unlisted) and mutual fund companies like Morgan Stanley. Mr. Vasant Lothey (Patil) - Legal Head - Mr. Lothey is a Law graduate with over 40 years of experience in law field. During his career, he has worked in various profiles. He has his own legal practice till 1995. After that he became the Civil Court Judge and judicial magistrate and served the office till November 2000. The High Court than appointed him as the Labour Court Judge in Mumbai, he served the office from 2000 to December 2002. He was then selected by MPSC for the higher quasi-judicial post for MHADA under Housing department of Maharashtra and served the office from 2002 to 2007. He was then appointed as presiding Officer (PO) for Debt ....
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....sional experience in the areas of distress asset resolution, insolvency, corporate finance. Ms. Swati Gopalani- Assistant Vice-President (Operations) - Ms. Gopalani is a graduate in Management studies and has 12 years of wide-ranging experience. She was associated with the rating agency CRISIL for a period of 4 years and another 4 years with IT distributors Ingram Micro. Ms. Gopalani has been working with Invent Assets Securitisation & Reconstruction Private Limited for over 5 years in the areas of Acquisition and Resolution of Non-Performing Assets of various sectors. She is handling assignments of conducting Due Diligence for Sale and Resolution of NPAs through various routes that includes legal/restructuring/settlement. Key Value Drivers * Robust leadership team with vast experience in banking and financial Sector * Basket of solutions offered; single stop solution provider * Strong focus on small and medium enterprises. * A robust internal system for identification and evaluation of loan assets * An extensive network of technical and financial consultants and valuers, legal professionals and due diligence experts. * A focused and concerted approach towards revival....
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....RITY), New Delhi. The matter was admitted in CP (IB) No. 1312 OF 2018 by the Hon'ble NCLT/ADJUDICATING AUTHORITY, Kochi, vide its order dated 20.09.2019. As per the Order Mr. R Velu, an Insolvency Professional having IBBI Registration No: IBBI/IPA-001/IP-P00127/2017-18/10269, was appointed as Interim Resolution Professional (IRP) and confirmed as Resolution Professional in the first meeting of the CoC held on 18.10.2019. Industry Profile of the Corporate Debtor * The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sector in India. Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country. * The World Travel & Tourism Council (WTTC), the global authority on travel and tourism, has done a research study called 'India 2019 Annual Research', which shows that travel and tourism in India contributed 9.2% of the GDP and provided 42.7 million jobs or 8.0% of the tot....
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....: 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. Operational Creditors (Statutory dues): As per the Information Memorandum and based on latest data provided by the resolution professional, no claims have been filed by the Statutory Authorities. Operational Creditors (other than Workmen/Employees and Statutory Dues): As per the Information Memorandum and based on latest data available in Information Memorandum, total claims filed by Operational Creditors (other than Workmen/Employees and Statutory Dues) amount to INR 2.33 Lacs. Of this, the Resolution Professional has admitted claims of Operational Creditors to the extent of INR 2.33 Lacs Amount in INR. Amount in INR Sr. No. Name of Operational Creditor Amount Claimed Amount admitted 1 Kerala State Electricity Board Limited (There is a claim by a Creditor who has submitted claim Form F mentioning th....
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....ired, to enable the company to start resort operations. 3. With lower cost of capitalization and effective working capital utilisation RA proposes a better turnaround of the business. Action Plan 1. Infusion of Funds to start the resort which is closed since 2016 2. Funds for maintenance and upkeep of resort 3. Employment to local people of the area in which the resort is surrounded 4. Promotion of the local area as a tourist destination MANDATORY CONTENTS OF THE PLAN A. Payment of CIRP Cost The CIRP costs (to the extent unpaid) shall be paid in priority to any other creditors of the Corporate Debtor in the manner and from the source of funds as set forth in of this Plan (Financial Proposal). The details of the CIRP costs as mentioned in the IM is Rs. 12,22,500/-(actual & estimated). The CIRP shall be paid in priority to the other creditors from the sources of funds as set out in the financial proposal. B. Repayment of liquidation value due to the Operational Creditors From the information made available, it is understood that there is a claim of operational creditor i.e. Kerala State Electricity Board Ltd for Rs. 2,33,331/-. The liquidation value of the Corporate ....
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....That the Resolution Applicant or any "connected person" (as defined under Section 29A of the Insolvency and Bankruptcy Code, 2016 ("Code")) or any other person covered under Section 29A of the Code: a. is not an undischarged insolvent; b. is not a wilful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949; c. at the time of submission of this resolution plan has does not have any account, does not control or manage, or not the promoter of, a corporate debtor whose account has been, classified as non- performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 or the guidelines of a financial sector regulator issued under any law for the time being in force and at least a period of one year has lapsed from that date of such classification till the date of commencement of the corporate insolvency resolution process of the Corporate Debtor; d. has not been convicted of any offence punishable with imprisonment for two years or more under any Act specified under the Twelfth Schedule of Code or for seven years or more under any law for the time bein....
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....for Effective Implementation: The implementation process and its supervision has been discussed in detail in Implementation part of this Plan. L. Provision for approvals required and the timeline for the same: Refer Implementation part of this Plan. M. Capability of the Resolution Applicant to implement the plan: The RA has vast experience in turning around of industries and have similar industries in its management portfolio and has financial capability to implement the plan and a track record of successfully turning around stressed assets. We hereby undertake that neither the resolution applicant nor any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past. FUNDING PLAN AND SOURCES OF FUNDS Resolution applicant propose to pay the entire payment within 15 days from effective date i.e. from getting the approval of NCLT / Adjudicating Authority from its own funds. FUNDING PLAN The Resolution Applicant hereby proposes Outright purchase of the business of the Corporate Debtor (PLBRPL) along with ownership of all the assets, collaterals, securi....
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....sp; In view of the above, the sources of funds are available with the Resolution Applicant Necessary proof of the capability in terms of Asset under management have already been placed before RP. FINANCIAL PROPOSAL The Financial proposal has been prepared on the basis of the information provided by the Resolution Professional in the Information Memorandum and subsequent correspondence received there from. The resolution applicant proposes to acquire the corporate debtor as a going concern through this resolution plan entailing a total proposed outlay of INR 100 Lakh as stated above. As aforementioned INVENT is ready to infuse further funds, as and when necessary towards working capital of the company for its turnaround. RATIONALE OF THE FINANCIAL PROPOSAL BY THE RESOLUTION APPLICANT The Resolution Applicant before devising and presenting this Resolution Plan for the Resolution of Insolvency of the Corporate Debtor, has undertaken assessment of the values of the assets of the corporate debtor which are mortgaged to the Secured Financial Creditors, so that the Resolution Applicant would adequately address the dues of the Secured Financial Creditors and present a better values ....
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....APPLICANT 100 Source of funding The resolution applicant proposes to pay the dues to the creditors as per the payment plan proposed under this resolution plan and same shall be arranged by the Resolution applicant from their own sources. Resolution applicant proposes to infuse the requisite funds from the sources which has been explained funding plan & sources of funds of this plan. Liquidation Value: The liquidation value of the Corporate Debtor has not been provided by the Resolution Professional. Based on the Information Memorandum and other documents made available by the RP and based on the information gathered and our experience, the Resolution Applicant understands that the Liquidation Value of the Company is much lower than the Financial Outlay considered for secured financial creditors under this Resolution Plan. Basis above, it has been assumed that Liquidation Value is not sufficient to pay outstanding debt of Secured Financial Creditors in full. Synopsis of financial proposal A synopsis of the financial proposal of the Resolution Applicant is provided below. Particulars INR Lakhs Financial Outlay Upfront payment toward CIRP cost 12.23 Payment claims....
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....the unpaid CIRP cost and operational creditor) to be paid to Secured Financial Creditors i.e. Rs. 85.44 Lacs; The Payment shall be made in a period of 15 days in the following manner: a. Upfront in 7 days from effective date - 50 Lakhs b. Within 15 days from effective date - 50 Lakhs However, this amount will be reduced by: i. actual unpaid CIRP cost, if any ii. Operational Creditors, if any The basis of settlement of claims of various classes of stakeholders, their order of priority and their respective settlement amount is provided under: Payment of Insolvency Process Cost We have been given to understand that the company is not in operation and that all CIRP costs are being brone by met from the operations being run. However, if there is any unpaid CIRP cost, it shall have precedence on any payment under this plan. The IRP Costs shall be paid in full towards final payment of the insolvency resolution process costs payable in terms of Section 30(2)(a) of the Code. This plan provides for the payment of the CIRP cost upfront before making payment to any creditors, as per the provisions of the IB Code. Moreover, actual unpaid CIRP costs as approved by the CoC shall be paid fro....
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.... security documents (including but not limited to the documents pertaining to immovable assets of the company), including deeds of corporate guarantee, to the Company and/ or the Resolution Applicant. V. The Resolution Applicant has proposed payments under the said Resolution Plan on the basis of the Information Memorandum provided by the Resolution professional. The Resolution Applicant states that the Resolution Professional shall ensure that all the assets listed under the Information Memorandum or any other assets not listed but lying somewhere including but not limited to venders/subcontractors or in the premises of lessors are made available and transferred to the Resolution Applicant without any encumbrance and in a peaceful manner. If there is any shortfall in such transfer, an amount equivalent to the value of such assets short transferred shall be reduced from the overall payment envisaged under this plan, to be made to the secured creditors. VI. In consideration of payments as above, the Secured Financial Creditors shall withdraw all enforcement actions, notices under the Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act....
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.... be made to existing equity/preference shareholders of the corporate debtor and making payment to any such person may not serve the best interests of the other stakeholders. In relation to any payments or settlements made by the Resolution Applicant to the Insolvency Professional, as provided for in this part, the insolvency professional so appointed as part of monitoring committee shall hold all such payments in trust for the benefit of the respective creditors on whose behalf it has received such payments; 1. Promptly make all distributions to such creditors, as per the provisions of this Resolution Plan; 2. Be responsible for the allocation and distribution of such amounts among such creditors; 3. Submit the report to the monitoring committee. The obligation of the Resolution Applicant shall stand satisfied upon payment of such amounts to the previously notified account by the monitoring committee, as the case may be. ALL OTHER LIABILITIES AND DEBT Other Liabilities including Contingent Liabilities i. Except to the extent of payments to be made to the financial/ operational creditors or other creditors above, the Resolution Applicant and PLBRPL shall have no liabilit....
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....inguished. iv. As per the Information Memorandum provided by the Resolution Professional the details along with status of ongoing litigations are not completely provided. However, it has been observed that 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/-. However only claim of Kerala Electricity Board has been received. Resolution Applicant shall not be liable for any payment against any liability arising out of any litigations and any other similar liabilities for which includes Liabilities on account of Bank Guarantees, indemnity bond, promissory note or any kind of promise even if not mentioned here, given to Customer or any other entity, Income Tax, Sales Tax, Service Tax, excise duty, Custom duty and any other duty, Tax, Cess, levies etc. due to Central, State or Local Government Bodies, Governing Bodies and contract remaining to be executed on Capital account whether or not ment....
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....ved, 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. For removal of any ambiguity or any doubt, it is clarified that if any award or benefit is accruing in favour of the Corporate Debtor in relation to such litigations as mentioned in the list above or any other similar litigation; whether before or after the takeover of the corporate Debtor by the Resolution Applicant; shall not extinguish, shall stand active and shall be rightfully recovered by the Corporate Debtor. vi. By virtue of the order of the NCLT/ADJUDICATING AUTHORITY approving this Resolution Plan, new inquiries, investigations, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings will not be initiated or admitted if these relate to any period prior to the Effective Date or arise on account of the acquisition of control by the Resolution Applicant over PLBRPL pursuant to this Resolution Plan, against PLBRPL or any o....
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....tand waived, extinguished, abated, discharged in perpetuity as on the Effective Date, pursuant to the NCLT/ADJUDICATING AUTHORITY Approval Order. Further, except as provided herein, no interest shall be paid for the CIRP Period, on any claim against PLBRPL (as on the Insolvency Commencement Date) be it of the financial creditor, operational creditor or any other claim arising on account of any financial liability, operational liability or any other contingent liability or dues, demands in connection with or against PLBRPL. Treatment of Related Party Claims All claims on PLBRPL by any related party and all liabilities of PLBRPL towards any related party, as on and for the period prior to 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, irrevocably and unconditionally stand fully and finally discharged and settled with there being no further claims whatsoever (against PLBRPL and/ or the new management of PLBRPL), on the Effective Date pursuant to the NCLT/ADJUDICATING AUTHORITY Approval Order. The order of t....
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....curity and the creditors shall, within a period of 1 months from the 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. All corporate guarantees, indemnities, letters of comfort, undertakings (including as listed below) 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. Claims by PLBRPL All existing and future claims by PLBRPL and all its existing and future rights, entitlement, etc. with Governmental Authorities or any other Person (including third parties) shall not be affected and shall remain enforceable after the Effective Date. Nothing in this Resolution Plan shall be deemed to affect the rights of PLBRPL and/ or the new management of PLBRPL to recover from and/or asset claims or rights against any person and there shall be no set of....
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....OF THE PLAN The term of this Resolution Plan is 15 ("Term") from the Effective Date, within which the payments shall be made to the financial creditors and the operational creditors, and all other creditors as contemplated herein. Upon completion of Term, the Monitoring Committee shall issue a certificate of due implementation and thereafter the Monitoring Committee shall stand discharged. Note: Since entire claim has been proposed to be settled within a period of 15 days from the effective date hence the term of plan is considered accordingly. 2. APPROVALS REQUIRED FOR THE PLAN 1. NCLT/ADJUDICATING AUTHORITY The Resolution Plan of the Resolution Applicant shall be required to be approved by the NCLT/ADJUDICATING AUTHORITY under Section 31 of the IBC. 2. Companies Act However, Explanation to Section 30(2) of the Code read with MCA circular dated October 25, 2017 bearing No. IBC/01/2017 : MANU/DCAF/0093/2017 (MCA Notification) provides that there is no requirement of obtaining approval of shareholder/members of a company under insolvency, for a particular action, required in resolution plan, which would have been required under the Companies Act or any other law and such an a....
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.... the debt or claim of every creditor of the company has been discharged or determined or has been secured or his consent has been obtained. Since the cancellation & Reduction of Promoters holding and reduction of share capital of PLBRPL is contemplated as part of the Resolution Plan and will be approved by the NCLT/ADJUDICATING AUTHORITY (acting as Adjudicating Authority under the Code), such reduction would be binding on the shareholders and creditors of PLBRPL. Further, in light of Explanation to Section 30(2) of the Code read with the MCA Clarification, shareholders" approval would not be required for reduction of share capital. Therefore, a separate order of the NCLT/ADJUDICATING AUTHORITY under Section 66 of the Companies Act for cancellation and/or reduction of shareholding of PLBRPL shall not be required and the cancellation and/reduction of PLBRPL's capital can be affected by way of NCLT/ADJUDICATING AUTHORITY Approval Order. The Reduction and cancellation of shares shall be applicable to the all shareholders of the company including existing Promoters. SUMMARY OF IMPLEMENTATION PLAN Capital Reduction of PLBRPL: The Resolution Plan states that the existing paid up Sh....
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....h ROC for record and compliance purpose. In accordance with the General Circular No. IBC/01/2017 bearing number 30/14/2017 issued by the Ministry of Corporate Affairs, Government of India, approval of the shareholders/members of the corporate debtor/company, which would have been required under Companies Act, 2013 or any other law if the Resolution Plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation * Adjustment of Implementation Provisions of this Plan has been prepared on the assumption that all necessary approvals shall be provided by the Governmental Authority concerned. In the event such approvals are not granted or in case of change in Applicable Law or under any other material circumstances, then notwithstanding anything contained herein, but without prejudice to the financial commitments set forth in this Plan with respect to each creditor of the Corporate Debtor (including the quantum of payment or settlement to be made to such creditor and the timeline within which the payment or settlement is to be made), the Resolution Applicant sha....
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....ion Plan has been duly implemented and the payments contemplated in this Resolution Plan have been duly completed. In issuing this certificate, if a person has not collected its payment, despite the Company having notified such person, and accordingly the Company has created a special reserve for payment of such amount, it shall be deemed to be a discharge of Company's payment obligations. f. Issuance of a certificate by the Monitoring committee shall be a discharge of the Resolution Applicant from their obligation to implement this Resolution Plan in accordance with its Term. The fee payable to qualified insolvency professional who shall be chairman of monitoring committee shall be decided and borne by the Resolution Applicant. MANAGEMENT OF PLBRPL AFTER RESOLUTION 1. CONTROL OF PLBRPL BY RESOLUTION APPLICANT 1. The Resolution Applicant shall hold 100.00% shareholding in the restructured share capital of PLBRPL, as elaborated in (Restructuring of Capital). 2. After the Upfront Infusion, the Resolution Applicant shall be in control and management of affairs of PLBRPL and the business of PLBRPL shall be carried on by the new management as appointed by the Resolution Appli....
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....lexities of the business like this, the Resolution Applicant will evaluate the need of human resource to revive the company and at their option may use any existing employee /technical team member/ management personnel for the same 10. Any change in the members managing the Company shall not affect the validity and enforceability of any agreement, lease deed, contract, etc. executed by the Company with various parties, authorities, companies, etc. save and except the provisions and scope of alterations/ modifications/ amendments as also such reliefs and concessions provided to the Resolution Applicant and the Company under this Resolution Plan. 11. Immediately from the Effective Date the existing directors shall cease to be the Directors of the Corporate Debtor and the persons nominated by the Resolution Applicant shall be appointed to constitute the new Board, without any further approval from any agency/authority. Accordingly, the necessary form to be filed with the MCA intimating cessation of existing Directors and appointment of new Directors shall be concluded without affixation of Digital signatures. 12. Further, whole-time key managerial personnel, if required, will be ap....
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....solution Plan, the NCLT/ADJUDICATING AUTHORITY shall approve the waivers, reliefs and concessions listed below: a. The net proceeds to the secured financial creditor i.e. ARCIL is for the limited purpose of releasing the corporate guarantee of PLBRPL and shall not constitute full and final settlement of all dues payable to ARCIL by Neesa Leisure Limited. The Corporate Debtor i.e. PALM LAGOON BACKWATERS RESORTS PVT. LTD (PLBRPL) herein will be discharged on the approval and implementation of this resolution plan but, the claim of ARCIL against Neesa Leisure Limited will not be discharged. b. Direction to Tax Authorities to grant an exemption from all Government taxes, State Government taxes, Central government taxes, District taxes authorities/ Revenue authorities, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. This would include waiver of MAT and income tax implication arising due 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....
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....ion with the implementation of the Resolution Plan including on account of change in ownership / control of PLBRPL shall be deemed to have been granted on the Effective Date. l. Upon approval of the Resolution Plan by the NCLT/ADJUDICATING AUTHORITY, all non-compliances, breaches and defaults of PLBRPL for the period prior to the Effective Date (including but not limited to those relating to tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to PLBRPL from all proceedings and penalties under all Applicable Laws for any non-compliances for the period prior to the Effective Date and no interest/penal implications shall arise due to such non-compliances /defaults /breaches prior to the Effective Date. This includes, without limitation, waiver/extinguishment of any penalties / interests on account of staggered payment of statutory liabilities of the workmen/ employees of PLBRPL 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....
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....er, and all forms of security created or suffered to exist, or rights to create such a security, to secure any obligations towards Operational Creditors and 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. q. Neither the Resolution Applicant nor PLBRPL, nor their respective directors, officers and employees appointed as on or after the Effective Date shall be liable for any violations, liabilities, penalties, interests on statutory payments and/ or fines with respect to or pursuant to any order of any Governmental Authority or on account of non-compliance of Applicable Laws by PLBRPL or due to PLBRPL not having in place requisite approvals and licenses to undertake its business as per Applicable Law. r. The business permits/ licences/or any statutory 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 / Gov....
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..../ observation / findings of Forensic Audit. Further neither the Corporate Debtor nor the Resolution Applicant shall be made party to any of the legal cases arising out of such forensic audit. x. The 30-year lease entered with Neesa Leisure Ltd stands terminated from Effective date. y. By virtue of the NCLT/ADJUDICATING AUTHORITY Approval Order, on the Effective Date, all assets of PLBRPL, that are subject to any encumbrance, security and/or lien, whether in favour of the lenders of PLBRPL or in favour of any third party, shall stand released and/or extinguished. This would inter alia include the security mentioned in the Information memorandum of PLBRPL. z. The approval of the NCLT/ADJUDICATING AUTHORITY shall be deemed to be approval of the secured creditors for release of security and the creditors shall, within a period of 1 months from the 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 liab....
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....partment for tax dues of Neesa Leisure Ltd for a demand of Rs. 1,32,91,16,980/- (This will make the plan unviable) ii. Labour Court for dues of workers - Due amount not available (Further no claim filed with Resolutions Professional) c. Direction to the relevant Governmental Authority to grant exemption to the Resolution Applicant, PLBRPL and their respective directors, officers and employees appointed as on or after the Effective Date for/ from any violations, liabilities, penalties, interests on statutory payments and/ or fines with respect to or pursuant to any order of the Governmental Authority or on account of non-compliance of Applicable Laws by PLBRPL or due to PLBRPL not having in place requisite approvals and licenses to undertake its business as per Applicable Law. MISCELLANEOUS 1. Governing 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 ....
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....to effect only on the Effective Date; provided however that in case the Resolution Plan is challenged before the Hon'ble National Company Law Appellate Tribunal, the Effective Date shall be extended to the date of receipt of the order of the Hon'ble National Company Law Appellate Tribunal, dismissing such appeal. The Resolution Applicant shall not bring funds into PLBRPL or take control or management of PLBRPL prior to the Effective Date. In case the Approved Resolution Plan is rejected or is not approved by the NCLT/ADJUDICATING AUTHORITY or of the approval of NCLT/ADJUDICATING AUTHORITY is set aside by the appellate authorities/or any court the Resolution Applicant will not be liable in any manner whatsoever under the Approved Resolution Plan. In such 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 AUT....
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....Plan in order to incorporate such changes. 3. CONFIDENTIALITY a. This Plan is confidential, and the Resolution Professional, the CoC, the company, and their respective affiliates, directors, officers, workmen, employees, agents, advisers and representatives shall not, without our prior written consent, make any disclosure of any information pertaining to this Plan, or the Resolution Applicants, or any information which is provided by us or our representatives, to any person (except to their own representatives, who shall maintain confidentiality with respect to any such information), except where such disclosure or announcement is required under Applicable Law or are made to their advisors/consultants, and prior written notice 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, ....