TaxTMI 
TaxTMI 
2019 (11) TMI 1660
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.... as prescribed U/s 31(1) of The Code. 2. The Financial Creditor IDBI Bank Ltd. had filed a Petition against the Corporate Debtor EPC Constructions India Ltd. by invoking the Provisions of Section 7 of The Code read with Rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules 2016 on 29.12.2017. 3. After considering the merits of the case, the said Petition was admitted vide an Order dated 20.04.2018 (CP No. 1832/I&BP/NCLT/MB/2017). Mr. Abhijit Guhathakurtha was appointed as the Interim Resolution Professional (IRP). The said IRP was confirmed as the Resolution Professional (RP) in the CoC meeting dated 25.05.2018. 4. The Applicant submits that on 30.06.2018, the first Invitation for Expression of Interest for submission of Resolution Plans for the Corporate Debtor was published with addendums published on 17.08.2018 and 17.09.2018. The RP had also created a Virtual Data Room (VDR) wherein relevant documents, data and information in relation to Corporate Debtor were provided to Potential Resolution Applicants. The process document for submission of Resolution Plans was circulated to the Resolution Applicants on 04.10.2018. The Applicant mentions ....
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.... present case, the amendment with respect to getting approval of CCI imposes an additional procedural obligation on the resolution applicants to furnish the approval from CCI before furnishing the resolution plan. Therefore, we can say that the amendment does not apply on the present CIRP proceedings. Hence, non-furnishing of the approval from CCI is no bar for the CoC or the RP to consider a resolution plan. Hence this objection raised by the Applicant, that RPIF did not have a CCI approval as on the date of meeting i.e. 10.01.2019, stands rejected. Even otherwise, assuming that the aforesaid amendment was applicable in the present case, as on 10.01.2019 the Applicant itself did not have CCI's approval. CCI's approval was furnished on 11.01.2019, a day after the resolution plan of RPIF was approved. In that scenario, even if we assume that RPIF was ineligible to place a resolution plan before the CoC due to not having CCI's approval, but so was the case of the Applicant. The current position is that the RPIF has also furnished the necessary approval from CCI post the resolution plan was approved by the CoC. 9. It is on the basis of this order that the Resol....
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.... 10 or otherwise in a manner deemed fit. Each of such affiliates, subsidiaries or associates of the Resolution Applicant shall be compliant with the requirements of Section 29A of the IBC. The Resolution Plan has been proposed based on the information made available in the Information Memorandum, the Data Room, management meetings and conference calls, site visit and on the assumptions and other terms and conditions stated in this Resolution Plan. This plan shall become effective and operative upon obtaining the NCLT approval and CCI approval, whichever is later. In the event, any other approval is required for implementation not granted or in case of change in Applicable Law or under any other material circumstances, then notwithstanding anything contained in this Plan, but without prejudice to the financial commitments set forth in this Plan with respect to each creditor of the Company (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 shall be entitled to revise the acquisition structure (including, the implementation thereof) in compliance ....
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....reditors"). The following table summarizes the proposed offer as part of the Resolution Plan to the Financial Creditors under the IBC: Qualitative Criteria The Resolution Applicant reiterates that the Resolution Plan outlines a consideration involving: (i) Upfront Consideration (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen's Dues) of INR 420 Crores to be paid to the Financial Creditors within 30 Business Days; and (ii) a Deferred Consideration in the form of NCDs of a cumulative face value of INR 480 Cores which shall be repayable within a tenure of 5 years and shall have further terms and conditions as per details given in Annexure 2; together (Deferred Consideration and Upfront Consideration referred together as "Total Consideration. The Resolution Applicant will bring in the aforesaid Upfront Consideration of INR 420 crores and payment towards Admitted Workmen and Employee Dues by way of fresh funds into the Company in the form of equity (including equity shares, preference shares, subordinated debt, quasi equity, and convertible instruments) along with its associate companies. The proposal for Operation....
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....shall also include the EMD of INR 5 crores (equivalent to 10% of the Upfront Consideration) will be issued within 2 days of issuance of LoI by the CoC, with a further amount of INR 48 crores (i.e., aggregating to 10% of the Total Consideration), to be issued within a further period of 90 days thereafter. 1.4. For the purposes of this Resolution Plan, the capitalised terms defined by inclusion in quotations and/or parentheses shall have the meaning ascribed to such term under Part A of Annexure 1. Further, the rules of interpretation are set out in Part B of Annexure 1. 2. Liabilities and Creditors Analysis According to the Provisional Balance Sheet, the liabilities of the Company are as follows: As per the amendment to the CIRP Regulations on 31 December 2017, the requirement for disclosing the liquidation value of an asset undergoing resolution to the resolution applicant has been dispensed with. Accordingly, the Liquidation Value for the Corporate Debtor is currently not available with us. According to the List of Creditors, total claims filed amounts to INR 13,254.43 crores, out of which claims aggregating to INR 7,487.45 crores have ....
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.... the Financial Creditors and for assignment of entire Claims and Admitted Debt of Financial Creditors to the Indian SPV: a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees Four Hundred Twenty Crores) (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen's Dues, if any) within 30 Business Days; and. b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees Four Hundred Eighty Crores) in the form of unlisted NCDs. iii. In addition, according to List of Creditors, total claims filed by the operational creditors of the Company amount to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores have been verified and admitted by the Resolution Professional for the purposes of CIRP by the Resolution Professional ("Operational Creditors"). iv. The Liquidation Value payable to the Operational Creditors or the other creditors or stakeholders of the Company (including dues to employees (other than Workmen), government dues, taxes, etc. and other creditors and stakeholders) is expected to be NIL and therefore, they will not be entitled to receive any payment. v. The Admitted Workme....
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....r manner, order or priority they deem fit at their discretion. In any event, the Resolution Applicant does not propose to pay any amounts over and above the Total Consideration and shall have no further liability. E. If any debts of Financial Creditors are admitted over and above the Admitted Debt for Financial Creditors, the discharge offered to Secured Financial Creditors for such increase in Admitted Debt shall be made by the COC out of the Total Consideration in any manner they deem fit. The Resolution Applicant will not have any obligations over and above Total Consideration to the Financial Creditors; and F. It is clarified that in the event there are any additional CIRP Costs and/or Admitted Workmen and Employee Dues in excess of the amount identified and admitted as of the date hereof, then such excess amount shall also be adjusted from the Upfront Consideration (to the extent the available cash balances of the Company are insufficient in discharging the CIRP Costs), prior to making any payments to the Secured Financial Creditors. vii. With respect to the amount payable to the Financial Creditors (other than those referred to in 3.2 (vi) (a) and (....
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....2 and 3.4, any and all rights and entitlements (including any right to convert debt into equity, right of recompense under any restructuring agreement or any other restructuring/financing agreement, whether recorded as a contingent liability or not or any remedy available pursuant to any default including event of default (whether financial or otherwise) in relation to any loans or other financial debt availed by the Company, under any loan documents, restructuring agreements, guarantees furnished by the Company, undertaking, or other financing agreements/arrangements (including any undertaking, side letter, letter of comfort, letter of undertaking etc.)) of any actual or potential Financial Creditors of the Company not addressed in Section 3.2, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this R....
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.... set out under this Section, all relevant Persons including the Financial Creditors shall redeliver and shall cause to be delivered to the Company, all documents (including loan agreements, guarantees, security documents, title deeds, lease deeds, lease agreements, demand promissory notes, records, powers of attorneys, post-dated cheques, other negotiable instruments, encumbered with the Financial Creditors and all other documents) and collateral in relation to such assets that are in possession of or deposited with such Financial Creditors or any other Person for the benefit of any of the creditors of the Company. Further, each creditor of the Company shall execute or issue discharge certificates, no-objection certificates and all other documents and take all such actions as may be reasonably required by the Company or the Resolution Applicant for the release of the Encumbrances, security interests and charges contemplated in this paragraph. xiii. Notwithstanding the above, upon the approval of the Resolution Plan by the NCLT under Section 31 of the IBC, on and from the Effective Date: (A) all Claims in connection with all violation or breach of any agreement by ....
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....anently extinguished on the approval of this Resolution Plan by the NCLT. The Company or the Resolution Applicant or the SPV shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. However, any invocation or enforcement action already undertaken by a Financial Creditor or Operational Creditor or otherwise, against any Third Party in respect of any Encumbrance or collateral in connection with any Financial Debt or Operational Debt or any other debt at any time prior to the Effective Date shall not automatically be revoked and cancelled and in such a case, Claims, if any, filed against the Company by such Third Party shall be settled at NIL value. 3.3. Proposal for Operational Creditors (excluding employees and Workmen): i. As per the List of Creditors, total claims filed by Operational Creditors (excluding employees and Workmen) aggregate to INR aggregate to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores have been verified and admitted by the Resolution Professional for the purposes of CIRP by the Resolution Professional. ii. In terms of the IBC, the payment due to operationa....
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....xed deposits or cash or any other rights or privileges and including without limitation, any guarantee, security, letter of credit or pledge provided by the Existing Promoters of the Company) that was created/granted/arranged in connection with any Operational Debt or any other debt or obligation of the Company, at any time prior to the Effective Date, shall automatically be released and all liabilities and obligations of the Company and any Third Party (including the Existing Promoters) on behalf of the Company in relation to such Encumbrance or other form of collateral shall stand permanently extinguished on the approval of this Resolution Plan by the NCLT, without the requirement of any further action on part of any party. All title deeds and other documents (including charge documents, if any) held by the Operational Creditors or on their behalf shall be immediately returned to the Company. v. Any and all rights and entitlements of any actual or potential Third Party, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effe....
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.... present or past, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 3.5. Proposal for Statutory Liabilities including Outstanding Governmental Authority Dues, Taxes, etc.: i. As per IBC, since the statutory liabilities are operational debt, the resolution applicant is required to ensure that it pays at least the liquidation value in respect of the statutory liabilities. The statutory liabilities payable by the Company include without limitation Claims under all Taxes and provident fund payments. As stated in Section 3.2. iv of th....
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....cable Laws relating to Taxes (including without limitation the Taxes, Claims, liabilities or dues set out in Annexure 3 and Annexure 5) whether admitted or not, due or contingent, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company shall not be liable to pay any amount against such dues. All notices, assessments, appellate or other proceedings pending or threatened in relation to the Company, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall stand terminated and withdrawn and all consequential liabili....
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.... or body or any agency or instrumentality thereof (or any other party or entity (under any agreement, lease, license, approval, consent or permission), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 3.6. Proposal for other stakeholders (including other creditors): i. In relation to any other actual or potential Third Parties (including creditors, existing shareholders and/or other stakeholders) whose claims have not been covered under Section 3.1 to 3.5 above, there will be no funds available for payment to them as the Liquidation Value is insufficient to satisfy the claims of even the Financial Creditors in....
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....heet, the balance sheets of the Company or the profit and loss account statements of the Company or List of Creditors, will be written off in full and will be deemed to be permanently extinguished, by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. iv. All present and future, Claims, dues, liabilities, amounts, arrears, dividends or obligations owed or payable by, the Company or in connection with, the Company, to the Existing Promoters or other existing shareholders or any of their companies, entities, subsidiaries, associates, joint ventures or affiliates or related parties, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, will be deemed to be written off in full and be permanently extinguished in perpetuity by virtue of the orde....
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...., 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC), whether civil or criminal, that may be initiated or instituted post the approval of the Resolution Plan by the NCLT on account of any transactions entered into, or decisions or actions taken by, such Existing Promoters and existing shareholders, managers, directors, officers, employees, Workmen or other personnel of the Company, and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. 3.8. Term of the Resolution Plan and implementation schedule: i. The term of the Resolution Plan shall commence on the date submission of the Resolution Plan to the Resolution Professional and shall remain valid in line with Clause 1.8.3 of the Process Document. Notwithstanding anything contained in this Resolution Plan (except to the extent set out in Section 7 of this Resolution Plan), no part of this Resolution Plan shall become effective or enforceable until either (i) the Resolution Plan is approved by the NCLT in the manner previously proposed by the Resolution Applicant and approved by the COC; or (ii) if approved by the NCLT with any v....
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....hout prejudice to the foregoing, it is hereby clarified that all costs and fees relating to any pending disputes, ongoing litigations or any appeals filed on or prior to the Effective Date, where such disputes/litigations pertain to the CIRP of the Company and/or the Resolution Plan, and wherein the Resolution Professional is or has been made a party, such costs and expenses shall be met out of the internal accruals of the Company and to the extent the internal accruals are not sufficient to meet the aforesaid costs and expenses, the same shall be accrued as CIRP Cost and be paid by the Resolution Applicant as CIRP cost on the Effective Date. IV. On and from the date of approval of this Resolution Plan by the NCLT and until the Transfer Date, Monitoring Agency in consultation with the Steering Committee as the case may be shall: (A) carry on the business with reasonable diligence and business prudence and in the same manner as it had been doing hitherto, and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of com....
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....a consequence of the reconstitution of the Share Capital and the Admitted Debt, the Company shall formulate a revised balance sheet in accordance with Applicable Law as on the Effective Date and same will be filed with the relevant authorities including the ROC and Stock Exchanges (if applicable). VIII. In order to give effect to the Resolution Plan by The Resolution Applicant, changes to the constitutional documents viz. to increase the authorized share capital and change the name of the Company, as required for implementation of the provisions of the Resolution Plan will be made and the Company, its stakeholders, and the proposed new management of the Company shall be bound by such revised constitutional documents. 3.10. Manner of implementation and supervision of the Resolution Plan and adequate means for implementation and supervision of the Resolution Plan: Upon the approval of the Resolution Plan by the COC, the Resolution Applicant shall take all necessary steps towards applying for the approvals listed in Section 7 from various Governmental Authorities, including tax authorities/department and other government departments. The Resolution Applicant....
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....ution Applicant represents that, to the best of its knowledge, the contents of Format XIII (enclosed with this Resolution Plan) are true and shall continue to remain true at all point of times. 3.14. Information and details of the Resolution Applicant and all "connected persons" (as defined under Regulation 38 of the CIRP Regulations), as specified under Regulation 38 of the CIRP Regulations Details of the Resolution Applicant The list of Connected Persons is attached with Format III. 3.15. Concessions, Reliefs and Dispensation Sought: The Resolution Applicant requests for the reliefs, concessions and dispensations set out in Annexure 4 to be included in the NCLT order approving the Resolution Plan. The Resolution Applicant clarifies that in the event the aforesaid reliefs, concessions and dispensations are not granted, the same will not have a bearing on the successful implementation of the Resolution Plan. 3.16. Additional Terms: i. Binding, Further Assurance Upon approval of this Resolution Plan by the NCLT, this Resolution Plan shall be binding on the Company employees, members, creditors, guarantors, Gover....
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....l amounts on account of such new Claims or increase in any claims. v. Indemnity The Resolution Applicant shall indemnify the Corporate Debtor, the CoC evaluator and its representatives, the Resolution Professional and his team who were officially assigned in relation to any aspects of the CIRP by the Resolution Professional, and members of the CoC, in the event of any claims or actions which may arise against the aforesaid parties in relation to the actions undertaken in good faith by such persons on behalf of the Corporate Debtor during the CIRP period and the transactions contemplated under the Process Document arising out of or pursuant to the obligations of the Resolution Applicant except in relation to any claims or actions which may arise due to fraud, wilful default or negligence on part of any of these parties. This indemnity shall survive from Effective Date until a period of 3 (three) years from the Approval Date. vi. Restrictions on change in shareholding and control The Resolution Applicant undertakes that until the payment of Upfront Consideration and Final Maturity Date of NCDs, the following restrictions shall apply to it on any tr....
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....set out in Format III. (B) Disclosure on being an undischarged insolvent under the law in India or any law in a jurisdiction outside India. (C) Conviction of the resolution applicant and other connected person for any offence, if any, during the preceding five years. (D) Criminal proceedings pending against the resolution applicant and other connected person, if any. (E) Disqualification, if any, under Companies Act, 2013, to act as a director, applicable to the resolution applicant and the connected person. (F) Identification as a wilful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India of the resolution applicant or the connected person. (G) Debarment, if any, from accessing to, or trading in, securities markets under any order or directions of the Securities and Exchange Board of India, in relation to the resolution applicant and connected person. (H) Transactions, if any, with the Corporate Debtor in the preceding two years, of the resolution applicant or connected person. (I) Any other details as required to be....
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....roject Management and Chairman of RGB (Green Building). He is a civil engineer by profession with a Civil Engineering Degree from UAE, Masters of Structural Engineering and a Business Management Degree from Texas A&M University in the USA. He is also a member of the American Society of Civil Engineers (ASCE), Society of Engineers (India) and American Academy of Project Management. His Excellency is also the Director of Operations of His Highness Sheikh Mansour Engineering Office. His involvement in the management of the Company post acquisition of the Company by the Resolution Applicant shall contribute immensely to the expansion of the business and expertise of the Company, specifically in the middle-eastern region. (C) Competitive edge The group's strong connects in the UAE market will enable the Company to bid for international projects, in addition to growing domestically. The access to the international markets will provide a strategic edge and also help in capturing opportunities arising from infrastructure growth in other geographies. As set out in sub-section (B) above, the group's foray (present and near-future) will also complement the business o....
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....onal improvement capability of the Corporate Debtor, thereby aligning the Corporate Debtor with its competitors. Such an approach is fundamental in the acquisition of distressed assets to ensure the ability of the business to sustain any unforeseen events and remain viable for a long term. On the basis of the information available in data room, we understand that the Corporate Debtor has been experiencing a continuous dip in its Revenue and Order book. In the present scenario, forming an Order Book by winning new orders is essential for the Corporate Debtor to survive and sustain its operations. Bidding for new projects would require infusion of working capital including for to meet requirements of earnest money deposits (EMDs), advance bank guarantees (ABG) and performance bank guarantees (PBG). Such details considered in the Plan are set out below. Further, investment in the capital expenditure for growth would be evaluated and implemented based on technical and market assessments. Further, the Resolution Applicant thereby requires an additional NFB Limit of INR 400 crores from the Lenders to meet the working capital requirements of the Company....
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.... technology licensors so as to enable the company to bid for green-field and up-gradation work as well as niche projects. Financial - In order to augment the working capital of the company, the Resolution Applicant would request the lenders to sanction fresh Non-Fund based working capital facilities upto NFB limits of INR 400 Crores on conditions already specified above. This shall be used to meet working capital requirements to build new order book. Bidding for new projects would require infusion of working capital towards Earnest Money Deposits (EMDs), Advance bank guarantees (ABG) and Performance Bank Guarantees (PBG). Manpower - With respect to existing employees of the Corporate Debtor, RPIF will rollout: a. enhanced program for employees and their families through investments in appropriate additional local facilities b. long term incentive plan for executive and senior operational management The Resolution Applicant proposes that the existing employees of the Corporate Debtor will continue to be employed by the Corporate Debtor. Suitable augmentation of human resources to implement the Resolution Plan will be undertaken by the Res....
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....lution Applicant or the Company, as the case may be, of the requisite consent, approval or permission of the CCI for the effective implementation of the Resolution Plan, if applicable. The Resolution Applicant shall bear all costs and expenses in respect of obtaining the aforesaid consents, approvals or permissions. It is further clarified that if the above conditions precedent are not satisfied before the expiry of the term of this Resolution Plan, this Resolution Plan shall not be effective or operative and the Resolution Applicant or the SPV shall have no obligations whatsoever under this Resolution Plan or otherwise to any Person or Governmental Authority. * Indicative timelines for implementation of the Resolution Plan: The Resolution Applicant assumes that the Monitoring Agency in consultation with the Steering Committee will take all necessary actions and execute all documents/agreements as may be required to maintain the Company as a going concern until The Resolution Applicant acquires control over the Company in the manner set out in Annexure 2 of this Resolution Plan. Subject to obtaining approvals as stated above, the Resolution Applicant prop....
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.... of the Resolution Plan after the Effective Date After the Effective Date, the implementation of the Resolution Plan will be supervised by a suitable management team deployed by the Resolution Applicant. 7.2. Appointment of Turnaround Experts The Resolution Applicant intends to bring on board the best talent from its already existing pool of management personnel and also envisages hiring professional turnaround experts, as may be required. Resolution Applicant has shortlisted professionals and will form a strong team comprising of professionals having expertise in EPC sector as well as extensive experience in managing and turnaround/revival of EPC companies globally. 7.3. Formation of Board It is proposed that upon the Resolution Applicant/SPV acquiring control over the Corporate Debtor, the existing Board will be replaced by a new Board of Directors constituted with adequate representation from the members of the Resolution Applicant and independent directors in compliance with Applicable Laws. 7.4. Appointment of CEO, COO, CFO and CS The Resolution Applicant understands that existing key management personnel of the Co....
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....w. The Resolution Applicant will, at all times during the implementation of Plan and thereafter ensure compliance with Applicable Laws with respect to labor and employment in the concerned jurisdiction. 7.8. Other key terms pertaining to the acquisition of Control of the Company (i) Maintenance of the Company by the Monitoring Agency as a going concern: The Monitoring Agency will on a best effort basis take all such actions and execute all such documents/agreements as may be required to maintain the Company as a going concern until the Resolution Applicant acquire control over the Company in the manner set out under Annexure 2 of this Resolution Plan. (ii) On and from the NCLT Approval Date until the Transfer Date, the Resolution Professional and/or any Financial Creditor shall not (i) take any action which are specified in Section 28 of IBC or any action which would materially impact the Resolution Plan, provided that actions taken by the Resolution Professional and/or the Financial Creditor to protect or defend the actions or decisions undertaken during the CIRP shall not be considered as an action that materially impacts the Resolution Plan; and (ii) t....
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....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, unmatured, secured or unsecured, contingent, crystallized or fructified, of any nature whatsoever including interest, damages, sanctions, penalties and fines whether claimed by any Governmental Authority, supplier, creditor or any other Person CCI The Competition Commission of India CEO Chief Executive Officer CFO Chief Financial Officer COO Chief Operating Officer CIRP Corporate Insolvency Resolution Process CIRP Costs The costs arising on account of the CIRP as determined in accordance with Section 5(13) (e) of the IBC read with Regulation 31 of the CIRP Regulations. CIRP Regulations The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (as amended from time to time). COC Committee of Creditors of the Company Company or Corporate Debtor or ECIL EPC Constructions India Limited, a public listed company incorporated under Comp....
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....any nature whatsoever, encroachment, right of way, easementary rights, including restriction on use, voting rights, transfer, receipt of income or exercise of any other right related to ownership, or any other security interest of any kind whatsoever, or any arrangement, whether conditional or otherwise, to create any of the above and includes any arrangement that has the commercial effect of an encumbrance or security interest Existing Promoters The existing promoters and promoter group of each of the Company as per their respective regulatory or stock exchange filings at any point of time, prior to the Effective Date. Existing Receivables shall mean all receivables appearing in the balance sheets of the Corporate Debtor as on the date when Upfront Consideration is received and SPV NCDs are issued, whichever is later Financial Creditor shall have the meaning ascribed to such term under Section 2 of this Resolution Plan. Financial Proposal The financial proposal formulated by the Resolution Applicant described in Section 6 of this Resolution Plan. FY Financial Year Governmental Authority The President of India, the GOI, the Governor and the Gover....
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....ing ascribed to such term under Section 3.10 of the Resolution Plan. LOI Letter of Intent issued by the COC to the successful resolution applicant. Loan means the aggregate of all amounts due and all other monies whatsoever stipulated in or payable in relation to the Admitted Debt for Financial Creditors, under the financing documents executed between the Financial Creditors and the Company or any third part security provider/guarantor in relation thereto or executed by such parties in favor of Financial Creditors or any trustee or agent thereof, including but not limited to the outstanding principal, past overdues, future payments, interest charges for delayed payments, indemnities and damages or other charges and/or all other monies, if any, to be received by the Financial Creditors as assignor under the aforesaid financing documents, including the proceeds of any enforcement of the financing documents or any Encumbrance and/or pledge, created by any Borrower/third party guarantor/security provider to secure the repayment of the financial assistance under such financing documents and/or any guarantee issued in relation thereto. Liquidation Value shall have the m....
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....ted 4 October 2018 prepared by the Resolution Professional and as amended from time to time Provisional Balance Sheet shall mean the statement of assets and liabilities of the Company as set out in the provisional balance sheet of the Company as of June 30, 2018 and as uploaded on the Data Room Resolution Plan This Amended and Restated insolvency resolution plan in relation to the Company submitted by the Resolution Applicant in terms of the Process Document. Resolution Professional or RP Resolution Professional appointed under the IBC for undertaking the CIRP for the Company RBI The Reserve Bank of India Steering Committee A committee comprising of members of the CoC and with adequate representation of The Resolution Applicant in accordance with Applicable Law Secured Financial Creditors mean collectively, the Financial Creditors of the Corporate Debtor against whom a description of their respective security interest has been set out in the 'List of Creditors' as uploaded on the website of the Corporate Debtor. ROC Registrar of Companies SPV NCDs shall mean the secured unlisted redeemable non-convertible debentures issued by ....
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....construed as a reference to the Sections, Schedules, Annexures and Appendices of this Resolution Plan; and (ii) any reference to Paragraphs in an Annexure shall be construed as a reference to the Paragraphs of that Annexure; (v) All references to the term 'Person' shall include an individual, natural person, corporation, partnership, limited liability partnership, joint venture, a trust, body corporate, association, company, Governmental Authority and in case of a company and a body corporate shall include their respective successors and assigns and in case of any individual his or her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the time being and from time to time. The term 'Persons' shall be construed accordingly; (vi) Capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (vii) All terms and words not defined in this Resolution Plan shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the IBC, the CIRP Regulations, the CA 2013, the Securities Con....
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....BC. II ACTIONS UPON EFFECTIVE DATE Following steps shall take place in the order of sequence (except otherwise mentioned in any step for any part of the step) mentioned below on the Effective Date (or at such date (s) as may be agreed with Consenting Financial Creditors) and as an integral part of the Resolution Plan. It is provided that the procedure, timeline and the sequence of steps listed below are only indicative and that they may be rearranged as may be required based on discussion with necessary Governmental Authorities (including the Registrar of Companies and CCI, as applicable), and at all times in compliance with Applicable Law: (B) Capitalisation of the SPV and the Company (a) SPV shall be funded adequately by the Resolution Applicant or any of its Affiliates, by infusing equity by subscribing to equity shares, subordinated debt and/or convertible debt (whereby interest shall accrue but will not be paid until complete redemption of NCDs) and/or preference shares of SPV, to an extent of an upfront amount of INR 420 Crores in order to undertake the transactions contemplated in this Plan, i.e. towards settlement of CIRP Cost....
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.... in relation to the Identified Excluded Collateral shall continue to subsist with the respective Financial Creditors and shall not stand extinguished and the Financial Creditor having security interest over any Identified Excluded Collateral shall be at liberty to initiate such action as it may deem appropriate even after assignment of their Debt for their outstanding dues: (ii) Upfront Consideration of INR 420 Crores shall be paid to the Financial Creditors within 30 Business Days of the Effective Date but prior to Assignment; and (ii) Deferred Consideration to be paid by way of issuance of SPV NCDs to the Secured Financial Creditors for cumulative value equal to the Deferred Consideration (i.e. balance consideration) for the Assignment, which shall be issued on the terms prescribed below. The SPV shall execute a Debenture Trust Deed in favour of the Debenture Trustee which will contain the broad terms set out below and no additional restrictions. TERMS DESCRIPTION Principal Amount of NCDs (In Crores) INR 480 crores Deemed Date of Allotment Within 7 days of the Approval Date Coupon Rate 8% p.a. Coupon Payment Frequency An....
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....ed in the order of maturity. Debenture Trustee To be mutually appointed by the Resolution Applicant and the Financial Creditors (to whom such NCDs are to be issued). Form of Issuance Dematerialised Purpose of the Issue For assignment of the entire Admitted Debt of secured Financial Creditors Depositories National Securities Depository Limited/Central Depository Services Limited Business Day Convention Means a day (other than a Saturday, Sunday and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 or a bank holiday) on which banks are open for general business in Mumbai. If the Coupon Payment Date and/or Redemption Date falls on a non-Business Day, the payment shall be made by the Company on the immediately preceding Business Day, which becomes the Coupon Payment Date for that Coupon payment. Governing Law Indian law The SPV NCD issuance documents will be approved by the Steering Committee within 5 Business Days of approval of the Plan by the NCLT. Steering Committee and Monitoring Agency shall facilitate all filings for the issuance of SPV NCDs, creation of security for SPV NCDs and r....
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....apital Reduction (i) Under this step equity shares of the Corporate Debtor held by the existing shareholders of the Corporate Debtor (except those held by Resolution Applicant or SPV, as applicable) to be cancelled without any consideration. (ii) The issued, subscribed and paid-up share capital of the Company i.e. 123,998,028 equity shares of par value of INR 10 (Rupees Ten each), which is the existing share capital of the Company before infusion of funds by the Resolution Applicant and/or the SPV and issuance of New Equity Shares, shall be entirely reduced/extinguished/cancelled without any consideration payable to such existing shareholders. The equity shareholding of the Corporate Debtor post capital reduction shall be as follows: (iii) Upon issuance of the new Equity Shares as contemplated in Step 2(a) above, the entire issued, subscribed and paid-up equity and preference share capital of the Company (excluding the shares held by the Resolution Applicant/the SPV) shall stand extinguished in full. (iv) Subsequent to the cancellation of the existing share capital, the entire share capital of Corporate Debtor will be held by the Resolution....
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....ed in Step F below. (F) Merger (i) Immediately upon implementation of the aforesaid steps and as an integral part of the Resolution Plan, the SPV (transferor company) will merge with the Company (transferee company) ("Merger"). Below are the broad contours of the scheme of amalgamation: - Any and all assets, liabilities, rights and obligations of the SPV, as the transferor company, will be transferred to and vested in the Company, as the assets, liabilities, rights and obligations of the SPV, as the transferee company, will become the assets, liabilities, rights and obligations of the Company, as the transferee company. - The authorized share capital of the SPV, as the transferor company, will be merged with the authorized share capital of the Company, as the transferee company. The Company will be entitled to take the benefit of the stamp duty and registration fees already paid by the SPV, as the transferor company, on its authorized share capital. - the SPV, as the transferor company, will stand dissolved without winding up. - In consideration of the merger, the Company, as the transferee company shall issue its eq....
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....ich such amounts are to be calculated (start date to end date) includes February 29, coupon shall be computed on 366 days a year basis Tenor 5 years Redemption schedule Principal moratorium of 1 year from the date of allotment. At the end of 12 months 24 months 36 months 48 months 60 months Total % to INR 480 Crores 0% 5% 20% 35% 40% 100% Redemption of NCDs at the end of 24, 36, 48 and 60 months from the date of allotment. Security The SPV NCDs shall be secured by a charge on all existing assets of the Company including charge on the Existing Receivables and current assets as of the date when Upfront Consideration is received and SPV NCDs are issued(whichever is later), but excluding any New Receivables. The New Receivables and the current assets which have arisen or arise after the date the date when Upfront Consideration is received and SPV NCDs are issued (whichever is later), shall remain unencumbered and may be, inter alia, assigned or Encumbered by the Corporate Debtor in favour of any third party creditors without requiring any further consent from the Financial Creditors. ....
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...., the Financial Creditors and/or their security trustee/agents shall first file necessary filings/forms with such Governmental Authority as may be required to reflect the aforesaid assignment and record issuance of New NCDs, creation of new charge for New NCD Security and release of charge of SPV NCD Security, including with the Registrar of Companies. It is clarified that the charge created for SPV NCD Security shall be released immediately (and no later than one 1 (one) business day) after the charge for New NCD Security is created. The Financial Creditors for this purpose shall issue such necessary letters as may be required to effect released of SPV NCD Security. (vi) Notwithstanding anything contained in this Plan, no payments over and above thze payments set out above shall be made by the Resolution Applicant. Annexure 3: List of contingent liabilities Annexure 4: Concessions, Reliefs and Dispensations For the successful implementation of the Plan and effective resolution of the Corporate Debtor, the Resolution Applicant seeks following reliefs, concessions and dispensations from the NCLT for the effective and comprehensive resolution....
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....imited to the Companies Act, 2013, Foreign Exchange Management Act, 1999 and Income Tax Act 1961 and all proceedings pending before judicial/quasi-judicial/administrative authorities to be withdrawn. (g) Upon approval of the Plan by the NCLT, all claims and proceedings initiated by the Financial Creditors against the Corporate Debtor and its officers/directors (including the winding up petitions filed against the Corporate Debtor and recovery proceedings initiated under the SARFAESI Act) shall stand abated and extinguished. (h) Dispensation from any approval required from the RBI for valuing Identified Subsidiaries in the books of the Company at their present fair value and the Hiving Off of Identified Subsidiaries or any consequential write-off of investment, under any applicable provisions, including but not limited to Paragraph B.16 (3) of the Master Direction - Direct Investment by Residents in Joint Venture (JV)/Wholly Owned Subsidiary (WOS) Abroad (bearing reference no Master Direction - Direct Investment by Residents in Joint Venture (JV)/Wholly Owned Subsidiary (WOS) Abroad) read with Notification No FEMA.120/RB-2004 : MANU/RFEM/0035/2004 dated 7 July 2004....
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....aive the right to suspend these agreements due to any previous delays/failures by the Corporate Debtor to make payments under such agreements; and (iii) shall not terminate the relevant agreements or take any adverse actions against the Corporate Debtor. (o) All Permits and licenses of the Corporate Debtor which are due to expire before the Effective Date or within 5 months thereafter, shall be renewed without any further charges being payable by the Corporate Debtor or the Resolution Applicant. The Governmental Authorities shall provide reasonable time to the Resolution Applicant to determine which licences may expire within this time period and inform the Governmental Authorities of the same for renewing them. p) Until the Effective Date, the Corporate Debtor and its shareholders would not be required to compulsorily hold general meetings in the manner and at such frequencies as required under the Companies Act, 2013 and may hold them only to the extent required in their discretion, and no further consents should be required from the Registrar of Companies or the Ministry of Corporate Affairs for this exemption. (q) All contracts, deeds, bonds, agreemen....
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.... from the Effective Date, all the Permits held or availed of by, and all rights and benefits that have accrued to, the Company shall without any further act, instrument or deed be transferred to, and vest in, or be deemed to have been vested in, and be available to, the Company so as to become as and from the Effective Date, the Permits, estates, assets, rights, title, interests and authorities of the Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws. (t) From the date of NCLT according its approval to the Plan and until reconstitution of the Board by the Resolution Applicant on or after the Transfer Date, the Company's Board shall have no authority whatsoever to conduct the business of the Company and none of the decisions of the Board of the Corporate Debtor will be valid and binding on the Monitoring Agency and Steering Committee and/or the Corporate Debtor. The shareholders of the Corporate Debtor, from the Approval Date and until effectiveness of the step of capital reduction (envisaged in Annexure 2) and consequently, the Indian SPV holding the entire share capital (except....
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....sed and utilized for the new projects c) PBG requirement Performance Guarantee in the form of Bank Guarantee for an amount equivalent to 10% of the Contract Price. d) Mobilization Advance Mobilization Advance, not exceeding 10% of contract value shall be provided to the Contractor subject to furnishing the Performance 3. Other Profit and Loss and Balance Sheet Assumptions: a) The overall EBITDA margin of 12% between FY20 to FY24 b) Operating cost has been assumed at 79% c) Office Employee and Admin expenses has been assumed at 5% and 4% of revenue respectively. d) BG Commission cost - 1% p.a. e) Maintenance capex is assumed as 5% of net WDV value of Plant and Machinery FY21 onwards. 4. Working capital Assumptions 5. NCD Redemption Schedule * Debenture Redemption Reserve ("DRR") Reserves required under applicable laws such as Debenture Redemption Reserve is maintained in accordance with Companies Act, 2013 at 25% of the face value of debentures issued. i.e. INR 120 Cr * Debenture Redemption Reserve Deposit Account As per Rule 18(7) creating ....
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....terms of the effectiveness of the scheme it shall be deemed that Part II will be deemed to be effective prior to Part III of the scheme. Further, the aforesaid parts of the scheme are not to be treated as independent and severable. 4. OPERATION OF THE SCHEME The reduction of share capital of the Transferee Company, prior to the amalgamation will cancel the shareholding of the existing shareholders of Transferee Company and the subsequent amalgamation of the Transferor Company with Transferee Company will combine the business activities and operations of the Transferor Company and the Transferee Company into a single company with effect from the Scheme Appointed Date (defined hereinafter) and shall be in compliance with the provisions of the Income Tax Act, 1961, including Section 2(1B) or any amendments thereto. Pursuant to the amalgamation, Transferee Company shall issue and allot shares to the shareholders of Transferor Company in the manner provided in Clause 15 as consideration for the amalgamation. PART I DEFINITIONS AND SHARE CAPITAL 5. DEFINITIONS In addition to the terms defined elsewhere in this Scheme, the following capit....
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.....1.2 headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation; 6.1.3 references to the word "include" or "including" shall be construed without limitation; 6.1.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme; 6.1.5 unless otherwise defined, the reference to the word "days" shall mean calendar days; 6.1.6 references to dates and times shall be construed to be references to Indian dates and times; 6.1.7 reference to a document includes an amendment or supplement to, or replacement or novation of, that document; and 6.1.8 word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them. 7. SHARE CAPITAL 7.1 The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on 31st March 2018 is as under: 7.2 The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on 31st March 2018 is as under: There is no ....
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....ode, as appropriate to the nature of the movable property vested. The title to such property shall be deemed to have been mutated and recognised as that of the Transferee Company; 9.1.2 all other movable properties of the Transferor Company, including investments in shares (including subsidiaries), mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, pursuant to the order of the NCLT and by operation of law become the property of the Transferee Company, and the title thereof together with all rights, interests or obligations therein shall be deemed to have been mutated and recorded as that of the Transferee Company. All investments of the Transferor Company shall be recorded in the name of the Transferee Company by operation of law as transmission in favour of the Transferee Company as a successor in interest and any documents of title in the name of the Transferor Company shall ....
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....fective on or immediately before the Scheme Effective Date (collectively referred to as "Agreements") and all such Agreements and all interests therein shall remain in full force and effect against or in favour of the Transferee Company and shall be binding on and be enforceable by and against the Transferee Company as fully and effectually as if the Transferee Company had at all material times been a party thereto. The Transferee Company, if so required, shall provide certified copies of the order of NCLT sanctioning the Scheme to the counter parties to the Agreements for information purposes and such party or authority shall make and duly record the necessary substitution or endorsement in the name of the Transferee Company as successor, pursuant to such orders without any break in the validity and enforceability of such Agreement. However, till the time such substitution/endorsement is effected, the Transferee Company shall always be deemed to a party to all such Agreements and be allowed to operate in the name and style of the Transferor Company. It is hereby clarified that all rates, fees, etc. paid by the Transferor Company till the Scheme Appointed Date shall be considered p....
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.... give formal effect to the above provisions, if required. It is clarified that upon the Scheme becoming effective, the Transferor Company shall stand dissolved in terms of clause 21 of the Scheme and that the Transferee Company shall for the limited purpose of this clause be authorised to execute any instruments or documents or do all the acts and deeds as may be required in the name of the Transferor Company. 9.5 Notwithstanding any provision to the contrary, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom are transferred, vested, recorded, effected and/or perfected, in the records of the Trade Marks Registry or with the relevant Government agencies, regulatory bodies or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. 9.6 Notwithstanding any provision to the contrary, upon the....
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.... or any amendment or any enactment thereof. Such modification will, however, not affect the other parts of the Scheme. 9.9 On the approval of this Scheme by the National Company Law Tribunal, shareholders and creditors of both the companies shall be deemed to have resolved and accorded all relevant consents under the Act or the Code or other applicable laws or otherwise to the same extent applicable in relation to this Scheme and all related matters set out hereto. 10. EMPLOYEES 10.1 On the Scheme becoming effective, all employees of the Transferor Company in service on the Scheme Appointed Date shall be deemed to have become employees of the Transferee Company without any break in their service and on the basis of continuity of service and the terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them with reference to the Transferor Company on the Scheme Appointed Date. It is hereby clarified that the accumulated balances, if any, standing to the credit of the employees in the existing provident fund, gratuity fund and superannuation fund of which the employees of the Transferor Company....
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...., bonds, Agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies) for the purpose of carrying on the business of the Transferor Company, and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Transferor Company, or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal or by operation of law pursuant to the order of the NCLT sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, Agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies) of the Transferee Company. Such properties and rights described....
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..... Upon the Scheme becoming effective, by operation of law pursuant to the order of the NCLT: 13.1 The unutilized credits relating to Good and Service tax paid on inputs/services lying to the account of the Transferor Company shall be transferred to the Transferee Company automatically without the requirement of any specific approval or permission as an integral part of the Scheme. 13.2 Income taxes of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax, wealth tax, if any, paid by The Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable. Minimum alternative tax credit available to the Transferor Company under the Income-tax Act, 1961, if any, shall be available to the Transferee Company. 13.3 The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted/collected at source returns, service tax returns, excise tax returns, sales tax/goods and servi....
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.... terms and conditions as attached to the existing shares of the Transferor Company. 14.3 Upon the coming into effect of this Scheme and upon the New Shares being issued and allotted as provided in this Scheme, all shares of the Transferor Company, whether in dematerialized or physical form, shall be deemed to have been automatically cancelled and be of no effect. Wherever applicable, the Transferee Company may, instead of requiring the surrender of the share certificates of the Transferor Company, directly issue and dispatch the new share certificates of the Transferee Company. 15. ACCOUNTING TREATMENT Upon the coming into effect of this Scheme, the amalgamation of the Transferor Company with the Transferee Company shall be accounted for by the Transferee Company with effect from the Scheme Appointed Date by applying the guidance for Reverse Acquisition as specified in Indian Accounting Standard 103: Business Combinations" notified under section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Indian Accounting Standard) Rules, 2015. * For the purpose of reverse acquisitions, Transferor Company will be regarded as the acquirer ("....
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....Financial Creditors amount to INR 9552.99 Crores, out of which claims aggregating to INR 7487.45 crores have been verified and admitted for the purposes of CIRP by the Resolution Professional ("Admitted Debt of Financial Creditors"). The Resolution Applicant understands that the Admitted Debt for Financial Creditors also includes all un-invoked/invoked bank guarantees, which will continue until their expiry. Out of this aggregate amount of Admitted Debt, the Resolution Applicant has proposed to pay the following consideration to the Financial Creditors for full and final discharge of the Financial Creditors and for assignment of entire Claims and Admitted Debt of Financial Creditors to the Indian SPV: a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees Four Hundred Twenty Crores) (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen's Dues, if any) within 30 Business Days; and. b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees Four Hundred Eighty Crores) in the form of unlisted NCDs." 16. It is further submitted that the Deferred Consideration of INR 480 Crores (Indian Rupees Four Hundred Eighty Crores)....
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....lution proposals made in the Resolution Plan is satisfied. 21. The Plan provides for management of affairs of the Corporate Debtor and implementation & supervision of the plan. The RP has given a statement as required under Section 30(2) of the I&B Code and Regulation 38 of CIRP Regulations, that the plan deals with interests of all stakeholders. 22. The Resolution Applicant has produced on record an affidavit stating the details of the Indian SPV being Roypar Constructions Private Limited which is required to be created in terms of Resolution Plan. It states that in accordance with Annexure 2 (Structure of Acquisition of Control over the Company by the Resolution Applicant) and Annexure 12 (Scheme of Amalgamation), Roypar Constructions Private Limited has to be merged with the Corporate Debtor as contemplated. The details of the SPV are set out below: 23. The Resolution Applicant has sought extinguishment of all claims along with abatement of any related legal proceeding including criminal proceedings. Furthermore, the Resolution Applicant seeks waiver of outstanding statutory dues and other claims as on the date of approval of the Resolution Plan. The exemption is also s....
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.... that since the corporate debtor defaulted in making the payment of the debt and is undergoing insolvency resolution process, it would be perfectly legal in exempting the Resolution Applicant from complying with the export obligations as it is taking over the corporate debtor on fulfilling certain conditions including payments to the Financial Creditors as agreed upon and the plan must be implemented free of any such conditions. 35. In view of the above discussion, the Resolution Plan Annexure A-25 stands approved granting waiver in respect of the past tax dues to the Government which may arise in future and exempt the Resolution Applicant from the export obligations, which the corporate debtor had entered." The relevant extract from the judgment of Chennai Bench is given below: "22. The Corporate Debtor shall be entitled to carry forward all accumulated business losses and unabsorbed depreciation as "set out" in the resolution Plan. All the statutory duties including taxes/cess/interest/penalty and other liabilities due to the operational creditors shall stand satisfied/waived off. The reason for these waivers and abatement is that the Operational Creditors an....
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....arting of the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through Resolution Professional to finalise the further line of action required for starting of the operation. 29. The directions embodied and period of implementation provided hereinabove shall be effective from the date of receipt of this Order. ============= Document 1 Contents EXECUTIVE SUMMARY: RESOLUTION PLAN 1. Overview.. 2. Liabilities and Creditors Analysis.. 3. Mandatory Contents of the Resolution Plan. 4. Overview of The Resolution Applicant:. 5. Business plan for the Company... 6 11 11 .11 12 28 30 6. Financial Proposal for the Company. 32 7. Management of the Company. 33 Annexure 1: Definitions and Rules of Interpretation. 39 Annexure 2: Structure for Acquisition of Control over the Company by the Resolution Applicant...44 Annexure 3: List of contingent liabilities.. 52 Annexure 4: Concessions, Reliefs and Dispensations. 53 Annexure 5: List of Litigations.... 56 Annexure 6: KYC of the Resolution Applicant.. .57 Annexure 7: Certificate of good standing from th....
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....(PE/VC) investments in the infrastructure and real estate reached US$ 3.9 billion with 29 deals during the first half of 2018. â– Indian infrastructure sector witnessed 91 M&A deals worth US$ 5.4 billion in 2017 Government Initiatives The Government of India is expected to invest highly in the infrastructure sector, mainly highways, renewable energy and urban transport. Some of the steps taken in the recent past are being discussed hereafter: â– Announcements in the Union Budget 2018-19: - Massive push to the infrastructure sector by allocating INR 5.97 lakh crores for the sector. - Railways received the highest ever budgetary allocation of INR 1.48 trillion. - INR 16,000 crores towards Sahaj Bijli Har Ghar Yojana (Saubhagya) scheme. The scheme aims to achieve universal household electrification in the country. - INR 4,200 crores to increase capacity of Green Energy Corridor Project along with other wind and solar power projects. - Allocation of INR 10,000 crores to boost telecom infrastructure. â– A new committee to lay down standards for metro rail systems was approved in June 2018. As of....
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....Lenders to meet the working capital requirements of the Company in order to achieve the desired level of operations. The Lenders shall extend their support for providing the same or as an alternate agree to cede priority charge to new lender (if any) which may be inducted by the Company to extend such NFB facilities for the aforesaid purpose to the extent of NFB Facilities. This Resolution Plan has been designed taking into consideration the interest of all stakeholders as detailed in Section 3 hereto. The Resolution Applicant adheres to the highest standards of corporate governance and compliances as evidenced from the quality of annual reports, investor presentations and other timely disclosures made by the Resolution Applicant. The Resolution Applicant has an impeccable track record and has no history of any debt defaults. A certificate of good standing from its bank is enclosed in Annexure 7. Financial strength The Resolution Applicant has available funds in excess of USD 300 million for its investments. The proof of funds to the extent of USD 100 million which is sufficient for implementation of the resolution plan is en....
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....sistent with the department plan which includes market focus, target clients, plan for meeting client expectations, project capture strategies, and milestones for evaluating personal IDP effectiveness and success and review and overseeing plans for adequacy of application and conformance to local laws and regulations. He was then the Vice Chairman and Advisor to the Board at the Dalma Mall (AED 1.6 billion) for a brief period He was then the Head of Project Management & Follow-up at the Ministry of Presidential Affairs in 2005 where he was the Lead member in the Technical Committee. He Led the implementation of department plan and established goals for the office; managed several projects in parallel with competing deadlines; Monitored and managed day-to-day operations of projects, including developing short and long-range goals, objectives and budgets, coordinating activities with co-workers, clients and government entities, overseeing records maintenance, monitoring budgets, approving and monitoring expenditures, overseeing reporting requirements; and evaluating program or project service delivery and cost effectiveness. ....
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....joined M/s. Balmer Lawrie & Co. Ltd., a Central Public Sector Undertaking under the administrative control of Ministry of Petroleum & Natural Gas and held positions in several business activities like project management, market surveys/feasibility report preparations, corporate planning etc. He led the Strategic Business Unit (SBU), post which he joined Rashtriya Ispat Nigam Ltd. (RINL), a Central PSU under the administrative control of the Ministry of Steel as Director (Finance) and Member of the Board in April, 2004. He was then elevated to the position of Chairman-cum-Managing Director in May, 2007. Mr. Bishnoi has served on Boards of several joint venture, associate and subsidiary companies floated by Balmer Lawrie & Co. Ltd. And RINL in the areas of aviation lubricants, industrial packaging, shipping containers, leasing of multi modal containers (an NBFC), iron ore mining, company to manufacture railway axle etc. Boards of Trade Bodies: 2002 to 2004 and 2009 to 2011(4 years) Standing council of Public enterprises May 2007 to July 2011 (over 4 years) World Steel Association. Mr. Nandakumar Academics: Degree....
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.... modernization projects right from Specification stage, he headed enhancement of the installed capacity of RINL, Visakhapatnam Steel Plant, an Integrated Steel Plant, from 3.00 MTPA to 6.30 MTPA, by commissioning all expansion units right from Raw Material Handling Plant to Rolling Mills. In his journey at RINL Mr. Mahapatra has guided RINL's Projects division in further enhancing it's Capacity to 7.3MTPA by commissioning one more LD Converter and Continuous Caster in Steel Melt Shop-2. Was the backbone for RINL's prestigious project for manufacturing Forged Wheels for Railways that is coming up at Lalgunj, Raebareli, with a capacity of 100,000 Wheels/annum. Exploring the possibilities for further expanding RINL to 20 MTPA in 2-3 stages. Some of key milestones achieved during his tenure were : â– Commissioning of 3.0MT Project units and subsequent Operation/Maintenance of various equipment, â– Head of Department in Two Rolling Mills, â– Head of Maintenance of Total Plant â– Head of Projects Division & member of Board and dealing with Projects worth Rs. 25,000 Crores for capacity increase from 3MT to 6....
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....ties Department of State Tax, Maharashtra Deputy Commissioner of Commercial Tax, Ranchi East, Ranchi Deputy Commissioner of GST & CX, Division IV, Surat Commissionerate Amount (INR Cr) 11.15 12.25 0.92 The Assistant Commissioner of Income Tax, Circle 6(2)(2), Mumbai 688.07 Direct Tax 50.06 VAT 229.80 Service Tax 42.20 Central Excise 2.71 Total Statutory Liabilities (A) 1,037.16 Other Contingent Liabilities (Guarantees availed by the subsidiary out of limits of the Company) Oil and Natural Gas Corporation Limited 5.57 Prothonotary & Master 4.00 Total Other Contingent Liabilities (B) 9.57 Total Contingent Liabilities (A+B) 1046.73 Document 15 S.No. Location / State Authority Amount (INR Crore) No. of Cases I. Income Tax 1 Mumbai 2. Mumbai 3 Gwalior Income Tax Appellate Tribunal Commissioner of Income Tax (Appeals) Commissioner of Income Tax (Appeals) 67.30 5 82.58 7 0.02 1 Total 757.9 13 II. Sales Tax 4 Kolkata High Court 125.25 5 Kolkata 6 Gujarat Joint commissioner of Appeals ....
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.... 137 248 337 384 Finance Cost NCD Coupon 38 38 36 29 15 BG commission 2 6 10 14 18 Sub-Total 40 44 47 43 34 PBT (9) 93 202 294 350 Tax Profit After Tax Creation of Provision for DRR PAT After Provision for DRR - 28 74 107 124 (9) 65 127 187 226 0 (9) 85 60 60 0 0 67 187 226 Document 18Particulars Liabilities Current Liabilities Trade Payables Other current liabilities Progress payment received from customers Mobilization advances 1 year 90 147 174 200 206 Total Non-Current Liabilities 480 570 603 534 392 206 Net Worth Equity 420 420 420 420 420 420 Reserves & Surplus (9) (4) 63 250 567 Total Net Worth 420 411 416 483 670 987 Total Liabilities 900 1,249 1,674 2,061 2,354 2,495 Assets Fixed Assets Net Block 316 268 240 216 193 174 Non-Current Assets Intangible Assets 205 205 205 205 205 205 Other Non-current assets 65 65 65 65 65 65 Total Non-Current Assets 587 538 510 486 464 444 Current Assets Inventories Trade Receivables Other Assets (unbilled....
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.... 10.00% PBG requirement 10.00% Document 23 Rs. Crore Particulars EMD Required Less: EMD Released FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 80 120 156 187 225 40 100 138 172 206 Net EMD Required (A) 40 20 18 16 19 Document 24 Particulars ABG Required Less: ABG Released Net ABG Required (B) Rs. Crore FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 200 260 299 344 344 40 122 211 281 318 160 138 88 62 26 Document 25Particulars (Year) 1 ABG Release Schedule 20% 2 3 4 35% 30% 15% Document 26 Particulars PBG Required Less: PBG Released FY 2020 200 Rs. Crore FY 2021 FY 2022 FY 2023 FY 2024 260 299 344 344 Net PBG Required (C) 200 260 299 344 344 Document 27 Particulars Mobilization Advance (%) Mobilization Advance (INR Cr) Rs. Crore FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 10% 10% 10% 10% 10% 200 260 299 344 344 Document 28 Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Stocks & Spares (Days) Trade Receivables (Days) 120 6....