TaxTMI 
TaxTMI 
2020 (6) TMI 765
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....daresh, Mr Yugal Jain, i/b Cyril Amarchand Mangaldas, Advocates COMMON ORDER (in all three IAs - 1864/2019, 1863/2019 & 1865/2019) Per: Rajasekhar V.K., Member (Judicial) & Ravikumar Duraisamy, Member (Technical) 1. Preamble 1.1. These three Interlocutory Applications (IAs) - IA No.1864/2019 in CP (IB) No.298/2018 (in the matter of Aircel Limited), IA No.1863/2019 in CP (IB) No.302/2018 (in the matter of Dishnet Wireless Limited) and IA No.1865/2019 in CP (IB) No.300/2018 (in the matter of Aircel Cellular Limited) have been filed by Mr Vijaykumar V. Iyer, common Resolution Professional of Aircel Limited, Dishnet Wireless Limited and Aircel Cellular Limited (collectively referred to as 'Corporate Applicants'), under section 30(6) read with section 31(1) of the Insolvency & Bankruptcy Code (IBC), seeking approval of this Adjudicating Authority for the Resolution Plans submitted by UV Asset Reconstruction Company Limited for resolution of the corporate applicants. 1.2. Since there is substantial interweave of businesses between the three corporate applicants, the resolution plans are in pari materia. Therefore, all three IAs are being disposed of by means of a single order.....
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....r crore seventy lakh sixty-two thousand three hundred and ninety only). Para 4 in each of the IAs 2.3. Constitution of CoC and voting share 2.3.1. The constitution of the CoC and the voting share of each of the financial creditors are as follows: Sl No. Financial Creditor Voting Share percentage 1. AB Svensk Exportkredit 2.70 2. Bank of Baroda 10.50 3. Canara Bank 9.70 4. China Development Bank Corporation 13.70 5. Exim Bank 2.20 6. Jammu & Kashmir Bank 1.70 7. L&T Infrastructure Finance Limited 1.10 8. Nordic Investment Bank 2.80 9. Punjab National Bank 15.10 10. Standard Chartered Bank 1.70 11. State Bank of India 36.60 12. Syndicate Bank 2.10 Total 100.00 2.3.2. The first meeting of the CoC was held on 11.04.2018, at which the IRP was confirmed as the Resolution Professional (RP). Para 6 at page 4 of IA 1864/2019 Information Memorandum as required under section 29 of the IBC and regulation 36 of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 was submitted to the CoC on 01.05.2018 after receiving confidentiality undertakings from each mem....
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....cess Advisor, the legal advisors to the RP and the CoC, and the representatives of the resolution applicants, on 31.12.2018. Since the plans were received after the last date, i.e., 07.12.2018, the RP convened a meeting of the CoC on 02.01.2019 to seek their views on whether the plans received after the last date should be considered. At the meeting, all the CoC members except GTL Infrastructure Limited resolved to consider the plans received. GTL Infrastructure Limited abstained from voting. RP has stated that GTL Infrastructure Limited has since been classified as "Operational Creditor." 2.7.3. Eight Capital withdrew its Resolution Plan after the first round of discussions, in which various concerns were raised on the compliance of the Resolution Plan that it had submitted, with the provisions of the IBC and the regulations framed thereunder. Para 17 at page 7 of IA 1864/2019 That left only one Resolution Applicant (RA), viz., UVARC, in the field. 2.8. UVARC's Resolution Plan - consideration by CoC 2.8.1. The RP, along with his advisors, evaluated UVARC's plan. He also obtained written clarifications on several aspects. The matter was also discussed at various meetings of the....
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....the CIRP period by a further period of 90 days, by invoking section 12(3) of the IBC. In the same order, it was specifically directed that the period during which the application remained pending before the Adjudicating Authority, i.e., from 03.10.2018 to 15.10.2018, shall also be excluded from the CIRP period. 3. Corporate history of the Resolution Applicant (RA) 3.1.1. Before we come to the Resolution Plan itself, we may notice the corporate history of the RA. 3.1.2. The common Resolution Applicant, viz., UV Asset Reconstruction Company Limited ("UVARC" or "RA" for short), is an unlisted public company limited by shares. It was incorporated on 23.08.2007 under the Companies Act, 1956, with the Registrar of Companies (RoC), Delhi, with Corporate Identity Number (CIN) U74900DL2007PLC167329. 3.1.3. Its registered office is at No.704, Deepali Building (7th Floor), No.92, Nehru Place, New Delhi 110 019. 3.1.4. UVARC's authorised capital is Rs.50,00,00,000/- (Rupees fifty crore only) and its issued, subscribed and paid-up share capital is Rs.42,02,50,000/- (Rupees forty-two crore two lakh and fifty thousand only). 3.1.5. As per Register of Charges maintained on the Ministry of C....
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....The top management of all the three corporate applicants remained the same throughout. Additionally, there were also employees rendering services to one or more of the corporate applicants in the discharge of their official duties, while remaining on the payroll of any one of the corporate applicants. (6) The financial creditors of the corporate applicants have acknowledged the interlinkage between the three corporate applicants even in the past, as may be seen from the fact that most of them have extended facilities to the corporate applicants as co-obligors under common documentation. Annexure 2A in the case of Aircel Limited Annexure 2B in the case of Dishnet Wireless Limited Annexure 2C in respect of Aircel Cellular Limited. (7) There is also technical interdependence of each of the corporate applicants on the other two. Post CIRP, the IT infrastructure such CRM, SAP, billing platform, Email server etc. will be commonly used across the three companies to reduce cost and bring synergies in operations. The resolution applicant will render service under the brand name of "Aircel" already established, since it enjoys easy brand recall amongst the clientele. (8) The asse....
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....nts is obsolete and to make it usable would require substantial capital expenditure. Hence, sale of such equipment is the best option (Page no. 47 - Clause 4.1.2(c) - Effect on Corporate Debtor and Unique Situation of Corporate Debtor). (e) To revive the 14,500 km of optical fibre network would require substantial capital expenditure and operational expenditure. The value of use appears to be much lesser than value of sale (Page no.47-Clause 4.1.2(d)-Effect on Corporate Debtor and Unique Situation of Corporate Debtor). 4.3. Resolution Strategy 4.3.1. The Resolution strategy is to take over the corporate applicants and rebuild a low capex business on the strength of the brand value of Aircel by utilising some infrastructure and at the same time monetising assets where sale value is higher than value of use (Page no. 47 - Clause 4.2.1 - Resolution Strategy). 4.3.2. The identified businesses which the RA finds feasible to generate revenue are bulk SMS, data centre and leasing of towers. This is expected to generate a revenue of sixty-nine crore rupees in the first year, ninety-six crore rupees in the second year and one hundred and twenty-five crore rupees in the third year (Pa....
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....esolution Plan, ZOCDs will be redeemed out of funds forming part of the Financial Creditor Fund Pool that are received within five years from the issue of ZOCDs or any other longer period as decided by the Reconstituted Monitoring Committee. Any ZOCDs that are not redeemed because of unavailability or insufficiency of the aforesaid funds received within the aforesaid five-year period will be converted into Equity Shares held by Financial Creditors (including Equity Shares held before aforesaid conversion) is 74% of the entire share capital of the corporate applicants (comprising of only equity share capital of the corporate applicants) with UVARC holding Equity Shares equivalent to 26% of the entire share capital of the Company (comprising of only equity share capital of the Company). 4.3.13. The entire CIRP costs, payment to employees and operational creditors will be paid in priority to the issue of equity shares; redemption of any ZOCDs or any payment to the financial creditors in respect of the ZOCDs (Page no. 55 - Clause 5.4.4 - Conversion of Verified Financial Debt into Debentures). 4.4. Treatment of stakeholders 4.4.1. The Resolution Plans provide for broadly a common re....
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....mponents and not NPV. Notes: 1. The entire balance portion of the verified financial debt after reducing the ZOCD amount is being converted into equity shares of the Corporate Applicant. 2. Amount admitted excludes Rs.5,460.82 crore verified as contingent claim. 3. Amount admitted excludes Rs.404.62 crore verified as contingent claim. C. In the case of Aircel Cellular Limited Category of Stakeholder Amount Claimed Amount Admitted Amount provided under the Plan# Amount provided to the Amount Claimed Amount Provided to the Amount admitted (in crore rupees) Financial creditors Secured 19610.05 19484.71 50.00 [Note 1] 0.25% 0.26% Unsecured 0.00 0.00 Operational creditors Operational Creditors including Govt dues 2,703.96 27.85 [Note 2] 0.25 0.01% 0.90% Employees 10.35 0.64 0.01 0.10% 1.56% Other debts 182.11 181.86 [Note 3] 0.04 0.02% 1.23% Total 22,506.47 19,516.45 50.30 # Amount provided over time under the Resolution Plan and includes estimated value of non-cash components and not NPV. Notes: 1. The entire balance portion of the verified financial debt after reduc....
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....nerated Funds. As indicated by the RA, the first tranche of Generated Funds is likely to be generated within a period of three months from the Effective Date through the sale of fibre assets, as set out below in the paragraph dealing with "Asset Monetisation." 4.6. Details of source and timelines within which the amounts will be paid to the operational creditors, employees etc. 4.6.1. The corporate applicants do not have any workmen and hence payment to workmen is not applicable. Payment to other operational creditors shall be made from a pool of Available Funds and Generated Funds. Such payments shall be first made from available funds to the extent available and the remaining payments shall be made from Generated Funds. As indicated by the RA, the first tranche of Generated Funds is likely to be generated through sale of fibre within a period of three months from the Effective Date and payments to operational creditors shall be made as soon as the funds are available. 4.6.2. With respect to payment to employees, the RP has stated that an amount of Rs.0.94 crore is envisaged to be paid against the total verified claim of about Rs.56.73 crore. Out of the verified claim, about 97....
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....ome of the assets could not be monetised or the realisation has taken place at a value lower than expectation. The RP submits that in either case, it would not be an event of default as the values are only indicative. 4.8.5. If the situation envisaged above arises, there would be unabsorbed depreciation and carry forward losses remaining in the corporate applicants. At this stage the outstanding ZOCDs shall be converted into equity in a way that financial creditors hold 74% of the equity and RA the remaining 26%. The Resolution Applicant will then engage with a prospective buyer of these tax benefits and merge the Corporate Debtor companies with such prospective buyers. The shareholders of the Corporate Debtor (financial creditors: 74%; RA: 26%) will get shares in such prospective buyer which can be monetised to realise the value which would actually be the consideration for sale of unabsorbed depreciation and carry forward losses. 4.9. Commercial logic for different percentages of amounts being repaid to the financial creditors in the corporate applicants 4.9.1. The RP submits that the proposed repayments to financial creditors are based on the value of realisable assets in re....
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....on the Effective Date. 4.11.3. Upon the Effective Date, the Monitoring Committee shall be reconstituted as follows: - (a) Three representatives of financial creditors who shall have affirmative voting rights; (b) One representative of Deloitte Touche Tohmatsu India LLP; and (c) Three representatives of the Resolution Applicant; for the purpose of advising and providing recommendations to the reconstituted board of directors on the implementation of the Resolution Plan. 4.11.4. The Monitoring Committee will take important decisions such as - (a) Identification of the buyer of the assets and approval of the value of sale. (b) Approval of the timing of conversion of ZOCDs into equity. (c) Timing and amount of replenishment of Expense Reserve. 4.12. Implementation Schedule: 4.12.1. The RA will use all efforts to make payments towards CIRP cost and creditors' payments within five years from the Effective Date. If such payments are not paid, ZOCD will be converted into equity shares. (Page no. 62 - Clause 5.11 - Term and Implementation Schedule). 4.12.2. Analysis of realisation under Resolution Plans vs Liquidation Value vs Fair Value: 4.12.3. The Applicant submits tha....
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....t the Resolution Plans. Further, in the creditordriven regime envisaged by the IBC, the commercial wisdom of the CoC should not be second-guessed by the Adjudicating Authority. 5.1.4. Mr Ravi Kadam submitted that since the Resolution Plans are fully compliant with the requirements under the IBC, approval of the Adjudicating Authority be granted as prayed for. 5.2. Submissions of Mr Pradeep Sancheti, learned Senior Counsel for the RA 5.2.1. Mr Pradeep Sancheti, learned Senior Counsel for the RA, submitted that in preparing the Resolution Plans, the RA had to strike a balance between curating and preserving the assets of the corporate applicants or allowing it to go into liquidation. 5.2.2. He submitted that the biggest value of the corporate applicants was its subscriber base, which has been completely lost. Further, the corporate applicants had only 2G and 3G licences. In terms of clause 10.2(c) of the Licence Agreement for provision of Unified Access Services entered into by the corporate applicants with DoT (the Licensor), the licence was liable for suspension, revocation or termination in the event the licencees were to go into liquidation or is ordered to be wound up. Howe....
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....Therefore, an asset which could be monetised to benefit the various categories of creditors by way of the present Resolution Plans, will not be available in the event of a liquidation leading to recovery of a substantially reduced sum by the creditors. (c) The monetisation of assets such as fibre is contemplated after carrying out necessary repair and maintenance work which in turn will fetch significantly better value as opposed to a distress sale under liquidation. (d) Further, the resolution plans propose substantial amounts to be generated from the monetisation of carry forward losses and unabsorbed depreciation which will only be available in the event the corporate applicants are continued to be operated as going concern and not in the event of liquidation. (e) An amount of approximately Rs.6,630 crore in total, is envisaged as a recovery for the Financial Creditors of the three corporate applicants, which will be much higher than any expected liquidation value. (f) The Resolution Plans also take care of the interests of all stakeholders in addition to maximising the value of the corporate applicants, since the Resolution Applicant proposes to take over the corporate ....
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....es and other incentives payable to employees for the pre-CIRP period. The entity-wise break-up has been given in para 58 at p.34 of the Resolution Plan. Mr Pradeep Sancheti stated during oral submissions that salaries have been paid in full. (ii) Operational Creditors other than Workmen With respect to the Operational Creditors, a total of Rs.45.25 crore is proposed towards payment of the admitted claims, or the liquidation values, whichever is higher, to be paid towards the same. (iii) Financial Creditors With respect to the Financial Creditors, the admitted amount has been categorised in two portions, namely serviceable financial debt and the non-serviceable financial debt. The non-serviceable financial debt is envisaged to be either converted into equity or written off, while for the serviceable portion of the financial debt, the financial creditors will be issued Zero Coupon Optionally Convertible Debentures ("ZOCDs"). With respect to the non-serviceable debt, the Financial Creditors will be getting upfront equity to the extent of 24% and will therefore, be entitled to the profits emanating from the scaled down operations of the corporate applicants. As regards the ....
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.... The IAs have been filed under section 30(6) of the IBC seeking approval of this Adjudicating Authority under section 31(1) of the IBC. Section 31(1) ibid mandates that the Adjudicating Authority shall by order approve the resolution plan if it is satisfied that such resolution plan as approved by the CoC under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30. The relevant portions of section 30 are extracted below: - "30. Submission of resolution plan.- (1) *** (2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan - (a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor; (b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than - (i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or (ii) the amount that would have been paid to such creditors, if the amount to be distributed under the resolution ....
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....he implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law. (3) The resolution professional shall present to the committee of creditors for its approval such resolution plans which confirm the conditions referred to in subsection (2). (4) The committee of creditors may approve a resolution plan by a vote of not less than sixty-six per cent of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor and such other requirements as may be specified by the Board: Provided that the committee of creditors shall not approve a resolution plan, submitted before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017, where the resolution applicant is ineligible under section 29A and may require the resolution professional to invite a fresh resolution plan where no other resolution plan is available ....
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....rward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Board to be recorded on its database. (4) The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later. Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors." 6.2.3. Thus, the Adjudicating Authority is mandated by law to see, in the first instance, whether the requirements as mentioned in section 30(2) of the IBC are fulfilled or not. These requirements are: - 1. That the resolution plan provides for payment of CIRP costs in priority to all other debts; 2. The amounts payable to the oper....
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.... towards its outstanding from the Corporate Applicants. Since the Liquidation value is very less the value of the existing security is also eroded substantially. However, the same security is again considered by the Financial Creditors. This is intriguing, to say the least. (f) In the case of Aircel Limited, amount provided under the plan is 16.43% of the total amount admitted. Amount admitted excludes approximately of Rs.5867 crore verified as contingent claim. In the case of Dishnet Wireless Limited, amount provided under the plan is 13.35% of the total amount admitted. Amount admitted excludes the same amount of approximately of Rs.5,867 crore verified as contingent claim as in the case of Aircel Limited. In the case of Aircel Cellular Limited, amount provided under the plan is just 0.257% of the total amount admitted which is infinitesimal. The amount admitted excludes approximately Rs.1,563 crore verified as contingent claim. (g) Fair value of both the registered valuers approximately Rs.3,282 crore and liquidation value is Rs.869 crore. (h) An amount of be Rs.6,630 crore in total is envisaged as recovery for the financial creditors of the three Corporate Applicants. 6.....
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....on the value garnered by the companies during continuous operations of five years. However, we are afraid that the Resolution Applicant may generate very negligible amount from actual business operations for three years as stated above. Therefore, this logic also appears to be flawed. 6.3.5. It is stated that the Monitoring Committee will take important decisions such as identification of the buyer of the assets and approval of the value of sale, approval of the timing of conversion of ZOCDs into equity etc. If this is the role of the Monitoring Committee, then we wonder what the role of the newly constituted Board of Directors would be. Apparent contradictions in the Resolution Plan 6.3.6. In Implementation schedule as stated in para 4.12 above, it is stated that the Resolution Applicant will use all efforts to make payment towards CIRP cost and other payment to creditors. However, in other places it was mentioned that the entire CIRP costs had borne out of the recoveries made pursuant to the orders of the Hon'ble Supreme Court. 6.3.7. It was also submitted that the licences were protected from cancellation by an order of this Adjudicating Authority. Mr Pradeep Sancheti, lear....
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....made by their team of experts. The opinion on the subject-matter expressed by them after due deliberations in CoC meetings through voting, as per voting shares, is a collective business decision. The legislature, consciously, has not provided any ground to challenge the "commercial wisdom" of the individual financial creditors or their collective decision before the adjudicating authority. That is made non-justiciable." 6.4.2. In para 53, the Hon'ble Court noticed that in the report of the Bankruptcy Law Reforms Committee of November 2015, primary has been given to the CoC to evaluate the various possibilities and make a decision. 6.4.3. The Hon'ble Court went on to observe in para 55 that - "55. Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by section 31 limited to scrutiny of the resolution plan "as approved" by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in section 30(2), when the resolution plan does not conform to the stated requirements. ... The subjective satisfaction of the fin....
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....r things being equal." 6.4.7. The law laid down by the Hon'ble Supreme Court is binding in terms of Article 141 of the Constitution, and we are duty bound to follow it. 6.5. Findings with reference to section 30(2) of the IBC 6.5.1. In this background, our first task is to evaluate the Resolution Plan presented against the requirements of section 30(2) of the IBC. The following table captures the position: Requirement Compliance Comment CIRP costs to be paid Yes Clause 6.2 CIRP costs will be paid from Available Funds in priority to any other creditor. Debts of operational creditors Yes Clauses 6.4 & 6.5 An amount of Rs.60 lakh has been earmarked for employees in proportion to their claims. In case any claim is still pending for verification, the amounts that are verified shall also be considered for proportionate distribution. As regards other operational creditors, an amount of Rs.28.50 lakh has been earmarked for distribution. However, if liquidation value is higher, then such value shall be paid. Management of corporate debtor after approval Yes Clause 5 From the Approval Date till the Effective Date, the corporate applicants will be managed and controlle....
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....an is approved by this Adjudicating Authority. This undertaking is accepted. 6.6.4. Since the corporate applicants are licencees of spectrum by DoT, approval of DoT for Spectrum Transaction and AL Fibre and Business Transactions, and activities ancillary thereto or required therefor, will also be taken by the corporate applicants acting through the Monitoring Committee after the Resolution Plans are approved by this Adjudicating Authority. 6.7. Reliefs, Concession and Dispensations sought by the RA, and orders thereon 6.7.1. The RA has sought certain reliefs, concessions and dispensations in clause 9 of the Resolution Plans. These are ordered as follows: - Clause Dispensation Orders thereon 9.1.1. Neither the Resolution Applicant, nor any of its Affiliates, 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, merely on account of the implementation of the Resolution Plan by the Resolution Applicant. Granted. 9.1.2. The requirement of obtaining a no objection certificate under section 281 of the Income-tax Act, 1961 and provisions of taking over its predecessor'....
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....constitute adequate and final approval of NCLT for: (a) cancellation of the existing share capital of the Corporate Debtor (as may be agreed upon) in terms of section 66 and other provisions of the Act and other Applicable Law without any compliance of any provisions of the Act which shall stand exempted without any further actions on part of any Party; and (b) for issuance of new Equity Shares/ preference shares and/ or convertible securities in terms of the Act and other Applicable Law and accordingly, no approval/ consent shall be necessary from any other Person in relation to any of these actions including under any agreement, the constitution documents of the Corporate Debtor or any Applicable Law, other than what is provided under Clause 5.14.2 of this Resolution Plan. Explanation below sec. 30(2) 2(f), inserted vide IBC (Second Amendment) Act, 2018, with effect from 06.06.2018, makes it clear that if any approval of shareholders is required under the Companies Act, 2013, or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be regarded as a contravention of ....
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....orate Affairs, shall exempt the Resolution Applicant and the Corporate Debtor from the levy of stamp duty and fees, applicable in relation to this Resolution Plan and its implementation including issuance of or conversion into ZOCDs and Equity Shares as provided in this Resolution Plan. Again, no such blanket approval can be given. Further, it is the duty of the RA and the corporate debtor to comply with the provisions of the Stamp Act of the respective States. 9.1.13 Upon approval of the Resolution Plan by the Adjudicating Authority: a) moratorium granted to the Corporate Debtor from any actions/ penalties under any Laws for any non-compliance, existing on or prior to the Approval Date will continue from Approval Date to Effective Date and post Effective Date; and b) waiver shall be deemed to have been granted to the Corporate Debtor from all actions, Proceedings or penalties under any Applicable Law for any noncompliance, post Effective Date. Granted in terms of section 32A of the IBC, which was inserted vide IBC (Amendment) Act, 2020, and notified in the Gazette of India Extraordinary on 13.03.2020, which took retrospective effect from 28.12.2019. 9.1.14 All Business Per....
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....iring the corporate debtors on a "going concern" basis. 9.1.16. From the Approval Date, all inquiries, investigations and proceedings, suits, claims, disputes, proceedings in connection with the Corporate Debtor or affairs of the Corporate Debtor, pending or threatened, present or future in relation to any period prior to the Approval Date, or arising on account of implementation of this Resolution Plan shall stand withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor will be deemed to have been written off fully, and permanently extinguished and no adverse orders passed in the said matters should apply to the Corporate Debtor or the Resolution Applicant. Upon approval of this Resolution Plan, all new inquiries, investigations, notices, suits, claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the Corporate Debtor in relation to any period prior to the Effective Date. Granted, subject to the condition tha....
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....keeping in mind the objectives of the IBC, which is to enable resolution of the corporate debtors in a time-bound manner for maximisation of value of assets of such corporate debtors. Such authorities shall also bear in mind that the RA is acquiring the corporate debtors on a "going concern" basis. 9.1.21. Plan and since the Resolution Applicant would acquire the Company on a 'going concern' basis, all consents, licences, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Company or to which the Company is entitled or accustomed to shall, notwithstanding any provision to the contrary in their terms and notwithstanding that they may have already lapsed or expired due to any non-compliance or efflux of time, be deemed to continue without disruption for the benefit of the Company and the Resolution Applicant as required for implementation of the Resolution Plan. Granted. 9.1.22. Save and except the Business Permits such as requisite licences from DoT, permission and contract for using spectrum and other telecom infrastructure allocated to the Corporate Debtor, including those permissions, approvals and ....
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....l Creditors, Relevant Authorities, employees and workmen, shall be deemed to have waived all termination rights and rights to payment beyond that which is contemplated under this Resolution Plan. Granted. 9.1.26. The Resolution Applicant and the Company shall not be liable towards any claims or obligations (present or future, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed) towards or relating to the subsidiaries or associate companies of the Company, domestic or foreign, including in relation to any undertakings or guarantees issued by the Company for such subsidiaries and associate companies, in any manner whatsoever. Without prejudice to the aforementioned, all guarantees/ supports/ credit comforts/ put options/ indemnities or any agreement of similar nature given by the Company in relation to such subsidiaries or associate companies before the Approval Date shall stand irrevocably and unconditionally withdrawn for no consideration and no claim shall be made pursuant to such guarantees/supports/credit comforts/ put options/ indemnities or any agreement of similar nature. Granted. 9.1.27 Any security, guara....
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....ificant scaled down basis without providing any notice period even if such notice period is mentioned in their employment contract with the Corporate Debtors, or providing any payment in lieu of such notice period with any liability towards the same extinguishing as mentioned below. Upon the NCLT approval of this Resolution Plan, all the employment contracts or existing employment policies will stand automatically amended and Corporate Debtor will get exempted from compliance with any Applicable Law, such that upon termination of any of the employees, Corporate Debtor is not obliged to provide any notice period to any of the employees upon termination or provide any payment in lieu of notice period. The aforesaid steps relating to employees of the Company are necessary for implementation of the Resolution Plan and meeting its objective which is to maximise the payments to the identified creditors of the Corporate Debtor and minimising the cost of running the Company at a scaled down basis post Effective Date While layoffs as part of scaling down is permitted, it shall be the duty of the RA and the corporate debtors to ensure that the terms of such laid-off employees are respected ....
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....ing that ZOCDs are being issued as part of the resolution plan under the Code and to pay the Financial Creditors in the manner as set out in the Resolution Plan, provide exemption to the Corporate Debtor, Resolution Applicant and the Financial Creditors from compliance with the provisions of the Act or RBI regulations applicable to ZOCDs. Granted. However, the RA shall make formal applications to the concerned regulatory or statutory authorities for renewal of such business permits, and such authority shall grant approval keeping in mind the objectives of the IBC, which is to enable resolution of the corporate debtors in a time-bound manner for maximisation of value of assets of such corporate debtors. Such authorities shall also bear in mind that the RA is acquiring the corporate debtors on a "going concern" basis. 9.1.36. All the concessions and reliefs including extinguishment of liabilities as sought by Resolution Applicant in the Clause 6 (Treatment of Various Stakeholders) and Clause 5 (Implementation Schedule, Supervision of Implementation and Term). Granted. 9.1.37. This Clause 9 and the provisions of Clause 6 (Treatment of Various Stakeholders) and Clause 5 (Implemen....