TaxTMI 
TaxTMI 
2020 (6) TMI 773
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....e Persons) Regulations, 2016 for approval of a Resolution Plan in respect of Print House (India) Private Limited, against whom Corporate Insolvency Resolution Proceedings (CIRP) has been initiated vide order dated 9th October 2018 in CP (IB) No.82/MB.II/2018. 2. The Applicant states that the underlying company petition in CP (IB) No.82/MB.II/2018 was filed by Print House (India) Private Limited, the Corporate Debtor, under section 10 of the Insolvency and Bankruptcy Code 2016 (the "Code"). After considering the merits of the case, the said Petition was admitted vide order dated 9th October 2018, Initially, Mr. Venkata Suryanarayanarao Nagulpati Rao (IBBI Reg. No. IBBI/IPA-001/IP-P00534/2017-18/10959) was appointed as the Interim Resolution Professional. He was later replaced by Mr. Vinit Gangwal (IBBI Reg. No. IBBI/IPA-002/IP-N0091/2017-18/10235) vide Order dated 12 October 2018. 3. The IRP made public announcements on 17 October 2018 in Loksatta (Marathi Edition) and Financial Express (English Edition) newspapers on 20 October 2019 regarding initiation of CIRP and called for proof of claims from the financial and operational creditors, workers and employees of the Company in....
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....olution Plan was discussed in the 02nd CoC meeting held on 28 December 2018 while deciding to approve issuance of EoI, set forth eligibility criteria for resolution applicant as under: (a) Net worth of Rs. 10 crore; (b) At least 10 years of experience in managing printing business, having average annual turnover for last three years of Rs. 20 crore and above. 8. Accordingly, the first advertisement inviting EoI was published in Free Press Journal (English) and Navshakti (Marathi) on 31 December 2018, for receipt of EoI by 15 January 2019 and receipt of Resolution Plan by 01 March 2019. 9. The Applicant submits that since no resolution applicants were showing interest for submitting EoI, in the 5th CoC meeting held on 03 April 2019, the CoC members changed the eligibility criteria as follows: (a) For individuals: Net worth at least Rs. 5 crore. (b) For Corporates: Net worth at least Rs. 15 crore. 10. Subsequently, the second advertisement inviting EoI on 03 April 2019 was published in Nav Bharat Times (Hindi), The Economic Times (English) and Maharashtra Times (Marathi) for receipt of EoI by 15 April 2019 and receipt of Resolution Plan by....
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....of Corporate Debtor. The Fair Value and Liquidation value arrived at by one valuer was Rs. 87.32 crore and Rs. 44.85 crore respectively. Similarly, the Fair Value and Liquidation value arrived at by the other valuer was Rs. 96.23 crore and Rs. 60.01 crore respectively. The average of the Fair and Liquidation value thus came to Rs. 91.77 crore and Rs. 52.43 crore respectively. 19. The Applicant submits that in the 11thCoC meeting held on 17 June 2019, a resolution was proposed and passed for changing the Resolution Professional and appointing the present Applicant, Mr. Manish Kumar Baldeva, as the Resolution Professional. An application was also filed which was allowed by this Bench vide Order dated 02 August 2019. 20. The Applicant submits that an application was filed for exclusion of days from the CIRP period, which was allowed by this Bench vide Order dated 02 August 2019. Thereby the CIRP period stood extended till 01 September 2019. The present application for approval of Resolution Plan was filed on 30 August 2019. 21. The Applicant submits that on 12 August 2019, the 14th CoC meeting was held, wherein it was decided to open the sealed envelopes containing the Resolu....
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....proposal. 26. The Applicant submits that after providing detailed reasons for rejection of the section 12A proposal by the suspended Director/Promoter, the CoC deliberated and examined both the Resolution Plans filed by Next Orbit Ventures Fund and Sify Technologies Limited. The Applicant/RP had also examined both the plans in detail and evaluated the same based on the evaluation matrix which was approved by the CoC members. 27. The Applicant submits that after going through various aspects of both the plans during the 18thCoC meeting held on 26 August 2019, the CoC evaluated both the plans as per Evaluation Matrix determined and the plans were rated, which is as under: Sl. No. Name of Applicant Weighted Score as per quantitative parameters Weighted Score as per qualitative parameters Total score 1. Next Orbit Ventures Fund 17.82 4.62 22.44 2. Sify Technologies Limited 72.60 21.25 93.85 28. After discussion, both the plans were put to vote, and the Plan submitted by Sify Technologies Limited stood approved by the CoC. The Applicant submits the details of physical voting by CoC members during the 18th CoC meeting held on 26 Augus....
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....n Plan. (e) Plan does not contravene any of the provisions of the law for the time being in force. No specific statement to this effect is provided in the Resolution Plan. (f) Conforms to such other requirements as may be specified by the Board. Necessary compliance as required under the provisions of regulations 37 and 38 of CIRP Regulations is detailed hereunder. II. Measures required for implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations: Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following:- (a) transfer of all or part of the assets of the corporate debtor to one or more persons; Not Proposed by RA (b) sale of all or part of the assets whether subject to any security interest or not; Not Proposed by RA (c) the substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons....
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....e business of the corporate debtor during its term; and Page Nos.33 and 34 of the Resolution Plan. (c) adequate means for supervising its implementation. Page Nos.35 to 38 of the Resolution Plan. The Resolution Plan also provides for appointment of "Monitoring Agent." 38(3) A resolution plan shall demonstrate that - (a) it addresses the cause of default; (b) it is feasible and viable; (c) it has provisions for its effective implementation; (d) it has provisions for approvals required and the timeline for the same; and (e) the Resolution Applicant has the capability to implement the resolution plan. Chapter III at Page No.14 of the Resolution Plan. 31. The Applicant submits that the successful Resolution Applicant has submitted a certificate of eligibility under section 29A of the Code. 32. The Applicant has filed a Compliance Certificate in prescribed form, i.e., Form 'H' dated 29 August 2019 in compliance with regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which has been annexed as Annexure 11 to the Application. Details of Resolution Plan/Pa....
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.... Rs. 5.58 crore is set aside to fund to cover any unforeseen contingencies and for revival of the company. Total Amount payable under the Resolution Plan 56.91 35. The Resolution Plan defines "Effective Date" as the date of the Adjudicating Authority Approval Order plus 30 Business Days thereafter. Details on Management/Implementation and Reliefs as per the Resolution Plan - Salient Features 36. The Resolution Plan also provides for - (a) Management of Company after Resolution in Chapter V; and (b) Term and implementation of the resolution plan in Chapter VI. This chapter also provides for appointing Monitoring Agent during the implementation period of the Resolution Plan. Reliefs and Concessions 37. Some of the important concessions and reliefs sought by the Resolution applicant from the Adjudicating Authority are set out below for the successful implementation of the Resolution Plan. Some of the important ones are as under: (a) Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its implementation. (b) An order ....
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....aking by Resolution Applicant(s) 5 Appendix 6 Format for Power of Attorney 7 Appendix 6B Format for Board Resolution 10 Appendix 9 Composition and Ownership Structure of the Resolution Applicant(s) 11 Appendix 10 29A Affidavit CHAPTER I - DEFINITIONS AND INTERPRETATIONS 1. DEFINITIONS In this Resolution Plan, the following words and expressions shall have the following meanings: Adjudicating Authority means the Hon'ble National Company Law Tribunal, Mumbai Bench. Adjudicating Authority Approval Order means the order passed by the Adjudicating Authority, approving the resolution plan of the Resolution Applicant under Section 31 of the Code. Applicable Law means all applicable laws, regulations, rules, guidelines, circulars, reenactments, revisions, applications and adaptations thereto made from time to time and in force and effect, judgments, decrees, injunctions, writs and orders of any Court, arbitrator or governmental agency or authority, rules, regulations, orders and interpretations of any governmental authority, Court or statutory or other body applicable for such transactions including but not limited ....
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....ndia under the Companies Act of 1956 with CIN U85110MH1987PTC042166 and having its registered office at R/847/2,T.T.C Industrial Estate Area, MIDC, Rabale, Navi Mumbai - 400 701. Committee of Creditors / CoC means Committee of Creditors of the Company constituted by the Resolution Professional in accordance with the provisions of the Code. Companies Act means the Companies Act 2013 and includes all the rules, regulations, notifications, guidelines, circulars thereunder Connected Person shall have the meaning ascribed to the term under Regulation 38 of the CIRP Regulations, as may be applicable. Control means a person holding more than 50% (fifty percent) of the voting share capital of a company or the ability to appoint majority of the directors on the board of a company or the ability of a person to direct or cause direction of the management and policies of a company, whether by operation of law or by contract or otherwise. Designated Lender means, a member of the Committee of Creditors designated by the Committee of Creditors to perform such functions on behalf of the Committee of Creditors as stated in the RFRP or as may be prescribed by the Commit....
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....olitical subdivision of any government, entity or organisation described in the foregoing clauses (i) or (ii) of this definition, (iv) any company, business, enterprise or other entity owned, in whole or in part, or controlled by any government, entity, organisation or other Person described in the foregoing clauses (i), (ii) or (iii) of this definition. Group Company(s) Group Company(s) of any Company shall mean and include (i) a Company which, directly or indirectly, holds 26% (twenty six percent) or more of the share capital of the said Company; (ii) a Company in which the said Company, directly or indirectly, holds 26% (twenty six percent) or more of the share capital; (iii) a Company in which the said Company, directly or indirectly, has the power to direct or cause to be directed the management and policies of such Company whether through the ownership of securities or agreement or any other arrangement or otherwise; (iv) a Company which, directly or indirectly, has the power to direct or cause to be directed the management and policies of the said Company whether through the ownership of securities or agreement or any other arrangement or otherwise; or (....
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....d to be incorporated or registered under Applicable Law. Request for Resolution Plans or RFRP means this document including all the appendices hereto, for the purposes of setting out the process for submission of Resolution Plan and selection of Successful Resolution Applicant(s) and shall include all supplements, modifications, amendments, alterations or clarifications thereto issued in accordance with the terms of the RFRP. Resolution Applicant means Sify Technologies Limited Resolution Plan means this resolution plan, as proposed by the Resolution Applicant by way of submission of its bid to the Resolution Professional Resolution Professional means Resolution professional of the Company appointed by the Adjudicating Authority Required Approvals means the approvals, consents, no-objections, sanctions required to be obtained by the Resolution Applicant under Applicable Laws. RBI means the Reserve Bank of India. Related Party with reference to a company shall have the meaning ascribed to it under the Companies Act, 2013 and under the Code. SEBI means the Securities and Exchange Board of India Statutory Creditors means the Operat....
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.... reference to a statute, ordinance, code or other law includes regulations and other instruments under it and amendments or re-enactments of any of them; i. if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated inclusive of that day; j. a reference to "month" shall mean an English calendar month and reference to "year" shall mean an English calendar year, except as expressly provided otherwise in this Resolution Plan; k. the values given herein are approx. values and the same shall be rounded off to the nearest rupee; l. if a word or phrase is defined, parts of speech and other grammatical forms of that word or phrase shall have a corresponding meaning; m. any reference to time is a reference to Indian Standard Time; and n. reference to anything including any amount is a reference to the whole and each part of it. CHAPTER II - ABOUT THE RESOLUTION APPLICANT 1. BACKGROUND Incorporated in the year 1995 as Satyam Infoway Limited, Sify Technologies Limited has become one of the major integrated Information Communication Technology (ICT)solutions and ser....
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....osting several leading multi-national and Indian institutions contributing to the Maharashtra exchequer. B. Financial Strength As on 31 March 2019 Equity (including reserves and surplus): INR 1,077 Cr Total Assets : INR 2,982 Cr Fixed Assets : INR 863 Cr Investment : INR 65 Cr C. External Credit Rating CARE report has been included in Annexure D. Availability of additional collateral security and personal/corporate guarantee Sify has total net worth of INR 1077Cr and unutilised fund and non-fund based limits available with consortium of bankers is INR 223 Cr as on June 30,2019 E. Ability to turnaround distressed companies Sify has expanded the data center presence in Navi Mumbai region by 35 % over the last 3 years and is among the market leaders in data center space. Sify has adequate capital and technological capabilities to expand the data center business in the region. Sify has proposed to invest additional capital of INR 90 Cr in the immediate future for the construction of data center towards revival of the corporate debtor's business. With growing market demand fuelled by adoption....
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....ify will be investing additional capital to convert the existing infrastructure into data center pods. The expected initial capital investment is around INR 90 Cr. The assessment of investment to be made, capacity to be created and the capacity that could be sold can be done only after detailed assessment of the structural design and stability of the building. Additionally, vacant lands situated in the corporate debtor's property at Navi Mumbai shall be converted to data centers over the period based on customer demands. The investments are expected to be around INR 300 Cr for this future expansion. Sify is committed to putting assets of the corporate debtor to gainful use based on a long term commitment to the business. A plain read of the objective of the Insolvency and Bankruptcy Code, 2016 and as stated in its preamble is also to ensure maximisation of value of assets in the resolution process in a time bound manner. The maximisation of value of assets might be based only on the core business, sale of non-core assets or establishment of new businesses with better future prospects utilising the existing assets of the corporate debtor. Sify's plan to leverage th....
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....for over 10 years. He has vast global industry experience in network and data center businesses across geographies. He has led the transformation of Sify's business model over the periods. He has been key in strategising data center business growth in Sify. Sify's data center capacity has grown at 35 % over last 3 years. 4. PROFILES OF TURNAROUND EXPERT The turnaround of business will be led by a team of experts comprising multidisciplinary professionals Mr M P Vijay Kumar Chief Financial Officer Mr C R Rao Chief Operations Officer Mr. Rajesh Tirumalaraju Head - Regulatory affairs Mr. Roopesh Kumar Chief Architect - Data center Mr. Sreejith Pillai Head of operations - Data center Mr. Lalith Sharma Head - Human Resources Mr. Srinivasa Moorthy Head - Administration 5. RELEVANT CASE STUDIES Sify was the first private ISP in India, running chain of internet cafes and broadband to home connectivity across India in the early 2000s. With the advent of wired broadband to home at affordable prices and other mobile internet technologies, cyber cafes and dedicated broadband services were becoming irrelevant around 2....
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....plicant. d. Not identified as a wilful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the RBI: The Resolution Applicant or the Connected Persons have NOT been recognised as a wilful defaulter by any bank of financial institution or consortium thereof in accordance with the guidelines of the RBI. e. No debarment, if any, from accessing to, or trading in, securities markets under any order or directions of the Securities and Exchange Board of India: The Resolution Applicant or the Connected Persons have NOT been debarred from accessing to or trading in securities market under any order or directions of the Securities and Exchange Board of India. f. Transactions with the corporate debtor in the preceding two years: The Resolution Applicant or the Connected Persons did NOT have any dealings with the Corporate Debtor in the preceding two years 9. NO DISQUALIFICATION UNDER SECTION 29A OF THE CODE The Resolution Applicant confirms that it is eligible to submit a resolution plan in accordance with Section 29A of the Code. In addition, to the best of the knowledge of the Resoluti....
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.... recovery from debtors. In addition to the core printing business, the company also derives a significant proportion of revenue and profits from sub-leasing its premises to third parties. As per the IM, a part of the property of the corporate debtor has been sub-leased to three different tenants. About financial performance and Corporate Governance The financial performance of the company over last 5 years is as follows: Particulars (in Rs. Cr) 2017-18 2016-17 2015-16 2014-15 2013-14 Revenue 20.59 29.26 32.79 22.96 32.22 Profit/(Loss) (4.08) (10.16) (14.28) (4.73) 2.45 Net-worth (23.79) (19.71) (9.54) 4.74 9.47 The plant and machinery used by the company and the printing technology employed by the company has now become old. Owing to employing older printing technology the business has suffered de-growth with revenues reducing from INR 32.2 Cr (FY'14) to INR 20.5 Cr (FY'18) and profit of INR 2.5 Cr (FY'14) reducing to a loss of INR 4.1 Cr (FY'18). These incremental losses over the last three years has led to its networth being eroded and reduced to (INR 23.8 Cr) in FY'18. ....
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.... 570,069,210 3. CORPORATE STRUCTURE Shareholding pattern as provided in the Information Memorandum Name of the Shareholder % of shareholding No of Shares Share capital (in Rs) Pramod P Hendre 13.96 9,21,250 92,12,500 Nandkumar P Hendre 13.12 8,66,250 86,62,500 Nandkumar Hendre (HUF) 12.87 8,49,680 84,96,800 Kunal H Hendre 10.42 6,87,500 68,75,000 Upasana N Hendre 10.42 6,87,500 68,75,000 Prathamesh P Hendre 10.42 6,87,500 68,75,000 Runali P Hendre 10.42 6,87,500 68,75,000 Pramod P Hendre (HUF) 10.04 6,62,820 66,28,200 Parinita Hendre 4.16 2,75,000 27,50,000 Tanishq Hendre 4.15 2,75,000 27,50,000 Jer Nariman Khursedji 0.01 27 270 Nariman Khursedji 0.01 27 270 Total 100.00 66,00,054 6,60,00,540 4. BRIEF DESCRIPTION OF THE PROPERTY a. Pursuant to an order dated August 04, 2004, Maharashtra Industrial Development Corporation ("Lessor") bearing no. MHP/TTC/CaseNo4,701/3736 allotted land admeasuring 12,416.00 sq. meters comprising of Plot No. R-R-847/2 in T.T.C. Industrial Area to the Co....
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....8 1420.62 20.88 10930.26 Grand Total - 10930.26 g. Subsequent to the above, following property are given on rent: Name of the Party Area Lease State Date Lease end date Escalation clause Security Deposit Rent (including maintenance/ month) Emerson Process Management (India) Private Limited 3rd floor, 20,500 SFT 15.11.2014 15.11.2019 5% 32,54,052 766,919 NRB Bearing Limited 2nd floor, 20,500 SFT 03.06.2016 02.06.2021 5% 77,08,000 10,54,725 PAR Formulations Private Limited 1st Floor, 21,120 SFT 24.08.2017 23.03.2022 15% 84,00,000 11,13,446 Total 1,93,62,052 29,35,090 5. CLAIMS ADMITTED AS PER THE CODE 5.1. FINANCIAL CREDITORS As per the Information Memorandum, following are the admitted claims of the Financial Creditors: Sr. No Financial Creditor Amount Claimed Amount Admitted % share in COC Security 1 Pegasus Asset Reconstruction Private Limited 46,70,70,366 46,70,70,366 70.06 As per Part A of Schedule IV 2 Sumitomo Mitsui Leasing and Finance Co Limited 19,96,6....
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.... of the Financial Creditors and Operational Creditors respectively, have not been filed before the Resolution Professional. 5.4. DETAILS OF AMOUNT DUE TO AND FROM RELATED PARTIES As per the Information Memorandum, the following is the list of the amounts due to and from the Relation Parties filled which are admitted / still being verified / not claimed: Sr. No. Name of the Related Party Description of relationship Type Amount as on 17.10.2018 (as per PFS) Amount as on 31.03.2018 (as per Audited financials) Amount as on 31.03.2017 (as per Audited financials) 1 Pramod Hendre Director and Shareholder Loan 4,12,14,042 3,42,26,182 2,55,81,022 2 Nandkumar P. Hendre Director and Shareholder Loan 3,05,42,533 3,29,47,408 2,53,47,469 3 Upasana N Hendre Relative of Directors Loan 10,54,400 - 10,00,000 4 Parinita N Hendre Relative of Directors Loan - - 25,00,000 5 Runali P Hendre Relative of Directors Loan 1,05,000 - - 6 Tanishq Enterprise (Prop Pramod Hendre) Enterprises over which director is able to exercise significant influence Loan ....
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....dit As against the abovementioned order, assessee has filed an appeal with CIT (A)-24, Mumbai on 30/01/2017. CURRENT STATUS No date for hearing is decided till date 2 2013-14 Assessing officer (A.O.) passed assessment order on 08/03/2016 and disallowed following claims of assessee and made the addition in income of Rs. 1,02,61,542/-,as there was already a loss there is no demand raised in the assessment order: a) 14A Disallowance b) TDS Credit As against the abovementioned order, assessee has filed an appeal with CIT (A)-24, Mumbai on 14/04/2016. CURRENT STATUS No date for hearing is decided till date. 3 July 2008 to May 2010 Commissioner of Central Excise, Mumbai-III passed order on 14/10/2014 and determined the liability of Rs. 1,05,15,382/- towards central excise duty not paid as Corporate Debtor's contention is that goods which are manufactured are covered under exemption and department is of the view that it is subject to duty. As against the abovementioned order, assessee has filed an appeal with CESTAT, Mumbai on 29/12/2016. CURRENT STATUS No date for hearing is decided till date. 4 January 2013 - December 2013 Om L....
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....ng in TRACES website. TAN Number in which payment was made does not exist and therefore the liability of 98,37,120(Including Interest) is still reflecting in TRACES website. CURRENT STATUS Assessee has followed up with the concerned officer for rectification but officer is unable to rectify as TAN number is not reflecting in online system and therefore the demand of Rs. 98,37,120 is still reflecting in Traces. 10 November 2009 - September 2014 Print House (India) Private Limited has failed to pay its dues related to employee's provident fund on time and therefore Assistant P.F. Commissioner, Thane has passed an order on 27/03/2015 and determined the damages of Rs. 22,14,380/- and interest of Rs. 12,99,952/- under section 14B &7Q of Employee's Provident Fund and Misc. Provisions Act,1952. As against the said order of Assistant P.F. Commissioner, Thane, Print House (India)Private Limited has filed an appeal with "THE HON'BLE EMPLOYEES'S PROVIDENT FUND APPELLATE TRIBUNAL, DELHI" on 11/05/2015.The said matter got transferred to THE CENTRAL GOVERNMENT INDUSTRIAL TRIBUNAL NO-1, MUMBAI. CURRENT STATUS Assessee has paid interest of Rs. 12,99,952/- against interest o....
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....eterminable as on date CURRENT STATUS Next date of hearing is not fixed till date. 15 2010 In the year 2010, Mumbai Shramik Sangh has filed a suit in Labour Court at Thane on behalf of ex-employee Sandip Pawar for not paying minimum wages and for engaging in unfair labour practice. CURRENT STATUS Next date of hearing is fixed on 03/06/2019. 16 2010 In the year 2010, Mumbai Shramik Sangh has filed a suit in Labour Court at Thane on behalf of 17 employees for not paying minimum wages and for engaging in unfair labour practice and exploiting the workers and not maintaining proper records as required under various laws. 1 Sandesh Surve 2 Sharad Bhoir 3 Tukaram Parab 4 Vijay Sonate 5 Vilas Monte 6 Ravindra Parab 7 Vishal Kadu 8 Mangesh Gurav 9 Vikas Tamankar 10 Laxman Parab 11 S Belose 12 MahendraRevale 13 Manoj Badane 14 Kamlesh Sigwan 15 Mangesh Retawadekar 16 Vinod Chaudhary CURRENT STATUS Next date of hearing is fixed on 12/06/2019. 17 2017 In the year 2017 Ex-employee Ravindra Ramchandra Gurav has filed a writ petition in Bombay High Court on account of dispute related to wages and terminat....
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....5.7. DETAILS OF THE GUARANTORS GIVEN IN RELATION TO THE DEBTS OF THE CORPORATE DEBTOR Sr. No. Name of the Guarantor Description of Relationship Beneficiary Name Amount 1 Mr. Pramod Hendre Related Pegasus Asset Reconstruction Private Limited 46,70,70,366 2 Mr. Nandkumar Hendre Related Pegasus Asset Reconstruction Private Limited 3 Mr. Suhas Joshi Non-Related Pegasus Asset Reconstruction Private Limited 4 Mr. Pravin Harid Non-Related Pegasus Asset Reconstruction Private Limited 5 Ms. Upasana Hendre Related Pegasus Asset Reconstruction Private Limited 6 Ms. Runali Hendre Related Pegasus Asset Reconstruction Private Limited 7 Mr. Pramod Hendre Related Sumitomo Mitsui Finance & Leasing Co. Limited 19,96,63,085 8 Mr. Nandkumar Hendre Related Sumitomo Mitsui Finance & Leasing Co. Limited Total 66,67,33,451 CHAPTER IV - FINANCIAL PROPOSAL A. BRIEF SUMMARY The Resolution Applicant proposes the following financial proposal relating to the Corporate Debtor which ....
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....r full and final settlement of admitted statuary claims. o RA understands (based on email communication from RP) that aggregate statuary dues being claimed and presently under verification are INR 21,88,54,800. The amount being set aside is to settle all admitted claims on pro-rata basis in case the claims exceed the amount provided for. o INR 6,56,56, 440 is set aside for all such outstanding admitted claims (whether submitted or not submitted). These will be paid within 30 days of Effective Date. Payment to tenants under sub-lease (Refund of Security Deposit) 1.93 Payment will be made on delivery of the premises, net of any amount recoverable as dues against the tenancy. Provision for revival of the corporate debtor 5.58 INR 5.58 Cr. is set aside, o fund to cover any unforeseen contingencies and admission of OC claims under verification currently funds needed for revival of the company o provides for payment of any employee claims that might be admitted by the RP Any such claims that are under verification by the RP will be paid on a pro rate basis from this contingency fund and it is capped at a maximum of INR 5.58 Cr All other balance unpaid claims....
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....ave outstanding dues of INR 5,15,33,601 (Indian Rupees Five Crores Fifteen Lakhs Thirty Three Thousand Six Hundred and One Only) (which includes the amount payable as gratuity in case of discharge) which has not been claimed by workmen and employees. ii. The Resolution Applicant would like to continue employment of all employees and workmen as appearing on active rolls of the Company as per the IM shared. The Resolution Applicant however reserves the right to verify employment details of the workmen and employees from Resolution Professional/Monitoring Agent on successful closure of the resolution process. The Resolution Applicant also reserves the right to modify their existing terms of employment on conditions which are not more onerous than existing employment contract with the company. iii. Sify is committed to putting in reasonable effort to upskill employs and engage them in future operations with a role that might be commensurate with their qualifications and experience. Sify will reserve the right to transfer employees as required based on business exigencies with reasonable terms/redeploy to new activities/new positions that are not more onerous vis-&agra....
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....ble to the operational creditors in the event of a liquidation of the corporate debtor under Section 53 of the Code. This would imply that the Operational Creditors have the right to demand amounts that would be payable to them under a liquidation scenario. Resolution Applicant proposes to pay recoveries to operational creditors in similar proportion to the recoveries of financial creditors only to the extent of admitted claims by the Resolution Professional. Accordingly, the Resolution Applicant seeks a waiver of the remaining dues of operational creditors which have not been admitted by Resolution Professional. F. PROPOSAL FOR OTHER CREDITORS (not covered above) i. Other statuary dues and funds for revival: INR 5.58 Cr. is set aside to fund to cover any unforeseen contingencies and admission of OC claims under verification currently and funds needed for revival of the company a. This contingency also provides for payment of any employee claims that might be admitted by the RP. b. Any such claims that are under verification by the RP will be paid on a pro rate basis from this contingency fund and it is capped at a maximum of INR 5.58 Cr. ....
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....he existing share capital, the entire share capital of the Corporate Debtor will be held by the Resolution Applicant. The approval of this Resolution Plan by the Adjudicating Authority shall be deemed to have all the procedural requirements as required under the Applicable Laws. For avoidance of doubt, the approval of the CoC to the Resolution Plan shall be deemed to be consent of the Financial Creditors to such capital reduction and that each of the Financial Creditors, if so required shall provide its consent in the form that is required by the Adjudicating Authority under the Applicable Laws. 3. EXISTING EMPLOYEES The Resolution Applicant will make endeavours to ensure continuity of maximum existing employees of the Company however Resolution Applicant reserves right to take any decision with respect of continuity of existing employees. 4. MANAGEMENT AND CONTROL OF THE COMPANY POST APPROVAL OF THE RESOLUTION PLAN BY THE ADJUDICATING AUTHORITY (a) During the Implementation Period, the Company will be monitored by the Monitoring Agent, as constituted by the Resolution Applicant in concurrence with the Resolution Professional an....
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...., Chief Operating Officer and Chief Financial Officer and Other Key personnel shall be decided at the appropriate time. The Resolution Applicant reserves the right to replace the key management personnel of the Company with the appropriate persons of its choice. The profile and experience statement of the proposed key management positions is set out in Chapter II of this Resolution Plan. (b) It is hereby clarified that the managerial personnel appointed by the Resolution Applicant pursuant to this Clause shall not be liable for any past noncompliances with the provisions of Applicable Laws by the erstwhile key managerial personnel of the Company. 6. MANAGERIAL COMPETENCE AND TECHNICAL ABILITIES 6.1 Appointment of Auditors (Statutory and Internal) The Resolution Applicant shall have the right to replace the existing auditors (Statutory and Internal) of the Company and appoint new auditors as deemed fit by the Resolution Applicant upon acquisition of the control over the Company by the Resolution Applicant pursuant to the Resolution Plan. 6.2 Appointment of Turnaround experts The Resolution Applicant has an experienced technical t....
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....y the Monitoring Agent. 3.3 Monitoring Agent The Monitoring Agent shall be established for monitoring the implementation of the Resolution Plan. The Monitoring Agent will be comprised of two (2) members representing the Resolution Applicant, with each member representing the Financial Creditors and the Resolution Applicant, provided however that members representing the Financial Creditors, through its representatives, shall have participation in the Monitoring Agent at all times. 3.4 Monitoring Agent's Costs- The fee payable to the Monitoring Agent shall be borne out of cash flows of the business of Company against the consideration of the Monitoring Agent fulfilling the obligations under the Resolution Plan. 3.5 Consultation with Resolution Applicant (a) Notwithstanding anything to the contrary contained in the Resolution Plan but subject to (b) below, considering the technical/ operational expertise of the Resolution Applicant, all operations related decisions shall be taken by the Monitoring Agent after due consultation with the Resolution Applicant. (b) Prior to the Effective Date, the Company shall not, without th....
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....nternal auditors of the Company or change in any policy on financial matters such as significant accounting practices and depreciation practices; xvii. the increase, reduction, sub-division, cancellation or variation of the Company's authorised or issued share capital; xviii. provision of loans to any person; xix. formation, constitution or re-constitution of any committees; xx. not make capital expenditures other than in the ordinary course of business consistent with past practice/in excess of INR 5,00,000 (Indian Rupees Five lakhs only); xxi. not enter into or amend any agreement or incur any commitment which involves or may involve total annual expenditure in excess of INR 5,00,000 (Indian Rupees Five lakhs only); xxii. acceptance of deposits; xxiii. Prosecution or settlement of any claim or legal action, admission of any claim or giving any relief to any person or waiver of any claim against any party, grant of indemnity, guarantee or any form of assurance or support or security to any person, enforcement of indemnity against any person, defence of a claim of indemnity initiated by a third party, action against key....
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....he operations of the Company's business in accordance with Applicable Law as a going concern (including the Mandatory Approvals identified in Schedule I). (b) Corporate Approvals of the Resolution Applicant The Resolution Applicant shall procure all necessary corporate approvals required by it to approve and perform the Resolution Plan. 5. Treatment of Workmen and Employees (i) Monitoring Agent shall within 10 (ten) days of the Adjudicating Authority Approval Order approving the Resolution Plan, notify the Resolution Applicant of the final: (a) list of workmen and employees of the Company; (b) their name, designation, job description, and undertaking of the Company to which they relate; (c) their period of service with the Company; 6. Receivables All receivables of the Company under its various arrangements, agreements and contracts with third parties and/or receivables arising out of benefits, grants, privileges provided by any Governmental Authority and/or any payments due/that will become due in the future from any third party (whether a claim for such an amount has been made or not) shall continue ....
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....statement, containing details of the CIRP Costs as approved by the CoC from time to time, to the Resolution Applicant, and the same will be paid in full and priority to any other creditors of the company within the timelines, given under the Code and / or CIRP Regulations, from the Effective Date. The Resolution Applicant will infuse additional funds (if needed), by way of equity or any other appropriate means, to meet the CIRP Costs. (d) The Resolution Applicant and its Group Company(ies) have sufficient funds and do not envisage any challenge in terms of source for the payments. 2. Debt owed to Financial Creditors (a) Payment Terms: (i) Payment towards CIRP Process Cost, Workmen liabilities and Operational Creditors: Payment towards CIRP Process Cost, workmen / employee liabilities and other Operational creditors claim shall be paid as contemplated in this Resolution Plan. In any event, the same shall be paid in priority over any payment to be made to Financial Creditors (ii) Payment to Financial Creditors: Financial Creditors (irrespective of whether assenting or dissenting) shall be paid the amount as outlined in this Resolution Plan....
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....he order of the Adjudicating Authority 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. Payment to workmen / employee dues (a) The Resolution Applicant would like to continue employment of such employees and workmen of the Company as determined as suitable by the Resolution Applicant after receiving requisite details of the workmen and employees from Resolution Professional/Monitoring Agent on successful closure of the resolution process. (b) Sify is committed to putting in reasonable effort to upskills employs and engage them in future operations with a role that might be commensurate with their qualifications and experience. Sify will reserve the right to transfer employees as required based on business exigencies with reasonable terms that are not onerous vis-à-vis current terms of employment. (c) In case of any exits the retiral amount and dues as indicated in the IM shared and duly vetted by the RA shall be paid to the employees (except employees related to the promoters/directors of the corporate....
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....d imply that the Operational Creditors have the right to demand amounts that would be payable to them under a liquidation scenario. Resolution Applicant proposes to pay recoveries to operational creditors in similar proportion to the recoveries of financial creditors only to the extent of admitted claims by the Resolution Professional. Accordingly, the Resolution Applicant seeks a waiver of the remaining dues of operational creditors which have not been admitted by Resolution Professional. (g) Other statuary dues and funds for revival: INR 5.58 Cr. is set aside to fund to cover any unforeseen contingencies and admission of OC claims under verification currently and funds needed for revival of the company. (i) This contingency also provides for payment of any employee claims that might be admitted by the RP. (ii) If there are no such future claims as mentioned above, then the amount will be added to the payment to financial creditors. The amount will be paid in same proportion as being considered in the financial proposal. (iii) Any such claims that are under verification by the RP will be paid on a pro rate basis from this contingency fund and it....
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.... 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, crystallised 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 Corporate Debtor pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company shall not be liable to pay any amount against such dues. All notices, ongoing 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 liabilities, if any, shall stand extinguished and be considered as not payable by the Company by virtue of the order of the Adjudicating Au....
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....bilities or obligations owed or payable to (including but not limited to any Operational Debt, any demand for any losses or damages, indemnification, principal, interest, compound interest, penal interest, liquidated damages, and other charges already accrued/ accruing or in connection with any third party Claims) any actual or potential Creditor, vendor, contracting counterparty, Governmental Authority, claimant or any other person whatsoever (including but not limited to the Operational Creditors and its promoters, directors and other related parties of the Company and/ or the Existing Promoters) (singular as "Third Party" and collectively as "Third Parties"), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, 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, 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 Reso....
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.... control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be settled at NIL value at par with Claims of Operational Creditors as set out in this Resolution Plan. (c) All liabilities in relation to any letters of credit, letters of undertaking, guarantees, counter guarantees, corporate guarantees, bank guarantees, performance guarantees or other contingent or future claims, liabilities and/or commitments of any nature whatsoever (including without limitation, the Tax, the Operational Creditor Claims and liabilities), issued by, or on behalf of, or at the behest of, the Company, or incurred or undertaken by the Company (as the case maybe), 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, whether asserted or unasserted, whether admitted or not, crystallised 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 List of Creditors, w....
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....ctions 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the Code), whether civil or criminal, that may be initiated or instituted post the approval of the Resolution Plan by the Adjudicating Authority on account of any transactions entered into, or decisions or actions taken by, such 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. 9. Limit on Liability (a) Notwithstanding anything contained in this Resolution Plan, in no event the total cash payments by the Resolution Applicant or the Corporate Debtor to its stakeholders, for claims relating to a period prior to the Effective Date (including claims recognised in this Resolution Plan and claims that may arise in future), shall not exceed INR66,72,46,705 (Indian Rupees Sixty six crore seventy two lakh forty six thousand seven hundred and five only); (b) the approval of this Resolution Plan by the Adjudicating Authority, and in the case of creditors proposed to be paid pursuant to this Plan, upon the receipt ....
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....rent plan proposes to continue the services of approx. 70 active employees and workmen as on the rolls of the company on current date. The Resolution Applicant further undertakes to provide adequate training and upskilling opportunities to employees so that they may find suitable employment within the corporate debtor. (b) Banks/FIs: Financial Creditors shall be paid a sum of INR 42.5 cr. towards full and final settlement of their claims in the manner set out in the Resolution Plan. However, it is hereby clarified that such payment shall not absolve or be treated as a waiver of the obligation of the existing promoters of corporate debtor or affect the rights of the Financial Creditors to initiate or continue the proceedings against the existing promoters of corporate debtor and the Financial Creditors shall have full discretion to take such steps as they deem appropriate for recovery of such amounts from the existing promoters of corporate debtor. (c) Operational creditors (statuary dues): (i) Admitted Statutory Dues claim: 100% of admitted Statutory Claim of INR 5,13,254 will be paid an upfront payment (within 30 days from the Effective Date) (i....
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....any manner whatsoever, at present or in future, be directly or indirectly responsible or liable for any such contingent liability. (b) New Claims Any new claim submitted to the Resolution Professional by any creditor, after the approval of the Resolution Plan by the Committee of Creditors shall not be eligible for consideration and/or payment under the Resolution Plan and shall be deemed to have been extinguished. (c) Treatment of Related Party Claims All claims on the Company by any Related Party and all liabilities of the Company towards any Related Party, as on and for the period prior to Effective Date, shall stand extinguished automatically, as on the Effective Date, pursuant to the Adjudicating Authority Approval Order, without any further action or step on the part of any Person. The Resolution Applicant shall not, in any manner whatsoever, at present or in future, be directly or indirectly responsible or liable for such claims/liabilities. (d) Treatment of Contractual Claims and Liabilities Except as otherwise provided in this Resolution Plan, all liabilities (statutory or otherwise) of the Company, arising from any cont....
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.... shall be reconciled, identified and provided for in the custody of the Resolution Applicant, free of any encumbrances. 15. The Resolution Applicant hereby confirms that- (a) the Resolution Applicant or any of its related parties has not failed to implement or contribute to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past; (b) this Resolution Plan addresses the cause of default; (c) this Resolution Plan is feasible and viable; (d) this Resolution Plan has provisions for its effective implementation; (e) this Resolution Plan has provisions for approvals required and the timeline for the same; and (f) the Resolution Applicant has the capability to implement the Resolution Plan. CHAPTER VIII - RELIEFS AND CONCESSIONS, DIRECTIONS AND KEY ASSUMPTIONS 1. RELIEFS AND CONCESSIONS Part A: As discussed with CoC In addition to the approval sought hereinabove, the Resolution Applicant requests the Adjudicating Authority for the reliefs and concessions set out below for the successful implementation of the Resolution Plan. By appro....
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....an and its implementation, including particularly for increase in the authorised capital and cancellation / reduction in the paid-up share capital as envisaged under the Resolution Plan. Part B: Other Reliefs and Concessions sought In addition to the approval sought hereinabove, the Resolution Applicant requests the Adjudicating Authority for the reliefs and concessions set out below for the successful implementation of the Resolution Plan. By approving this Resolution Plan, the Adjudicating Authority shall approve the waivers, reliefs and concessions listed below: (a) The Company and the Resolution Applicants hall be granted an exemption from all taxes, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. (b) All Governmental Authorities, including but not limited to the RBI, the Ministry of Environment, the Central and State Pollution Boards to waive any noncompliances by the Company on or prior to the Effective Date. (c) Waiver of any property tax, whether or not claimed, whether or not....
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....r or not notional, whether or not known, whether due or contingent, whether or not disputed, present or future, whether or not being adjudicated in any proceedings, whether or not decreed, whether or not reflected in the financial statements of the Company, or whether or not reflected in any record, document, statement, statutory or otherwise, arising prior to or after the Effective Date, but pertaining to period prior to the Effective Date, and / or arising in connection with assignment or acquisition of shares of the Company or conversion of the Debt into Equity or in any other manner as a result of or in connection with this Resolution Plan, shall be deemed to have been irrecoverably waived and permanently extinguished and written off in full with effect from the date of Adjudicating Approval Order. To give effect to such waiver and extinguishment, any contract, agreement, deed or document, whether oral or written, expressed or implied, statutory or otherwise, pursuant to which any such dues, liabilities, obligations, claims, counterclaims, demands, actions, penalties, right, title or interest in claimed (other than as specifically mentioned herein) shall stand modified with eff....
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....non-compliance or default, breach, violation prior to the Effective Date, under Foreign Exchange Management Act, 1999, Foreign Trade Policy of the Government of India, 100% Export Oriented Unit related regulations, Companies Act, 1956 and Companies Act; iii. Liability in respect payment of any statutory dues or amounts payable to the employees of the Company under laws relating to payment of gratuity, bonus, provident fund leave encashment and any similar amounts (j) Waiver/extinguishment of any tax (including but not limited to income-tax and MAT) and duty (including interest, fine, penalty, etc.) and legal liability pertaining for the period prior to the Effective Date such as any kind of existing and/or future litigation/assessment/scrutiny/contingency etc., (k) From the Effective Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, proceedings in connection with the Company or affairs of the Company, including proceedings before any courts, tribunals, authorities, pending or threatened, present or future in relation to any period prior to the Effective Date, or arising on account of implementation of....
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....me will have an adverse impact on the business condition of the Company, its stakeholders and inter alia may result in failure of the Resolution Plan to resolve insolvency. It is hereby clarified that unless a direction is specifically denied or rejected by the Adjudicating Authority, the same shall be deemed to have been granted. (b) Direction to the relevant collector/department of stamps for waiver from the levy of stamp duty applicable in relation to this Resolution Plan and its implementation as envisaged under the Resolution Plan. (c) The Company and the Resolution Applicant shall be granted an exemption from all taxes, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. This would include waiver of any Tax and MAT liability on account of purchase of Equity Shares of the Company from selling shareholders, waivers of MAT and income tax implication arising due to hiving off of surplus/ obsolete assets, sold for raising money to make balance payment and waiver of MAT and income tax implication arising due to wri....
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....Date shall continue to be valid in accordance with its terms after the Effective Date without the requirement of any express consent or notification to any governmental authority, notwithstanding any terms contained therein, including change of control clauses; viii. All rights of the Company and in relation to the land owned by the Company shall continue to vest with the Company, notwithstanding the change in ownership and/or management of the Company without the requirement for any express approval or consent of any party; ix. All statutory obligations due to the Governmental Authorities arising due to the CIRP Period shall have been duly discharged by the Company and/or the Resolution Professional; x. All liabilities due to workmen and employees of the Company arising during the CIRP Period shall have been duly discharged by the Company and/or the Resolution Professional; xi. All taxes relating to the Company's business and operations up to the Effective Date have been duly discharged. CHAPTER IX - MISCELLANEOUS 1. GOVERNING LAW The Corporate Debtor and the new management shall be governed by the laws of India giving effec....
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....erein. In case the Approved Resolution Plan is rejected or is not approved by the Adjudicating Authority, the Resolution Applicant will not be liable in any manner whatsoever under the Approved Resolution Plan. In such case, all the existing liabilities, including but not limited to liability pertaining to the Financial Creditors, Operational Creditors, other Creditors or any dues, claims, demand in present or in future or any contingent liability or any disputes or litigations filed or against the Company shall continue in its name and shall not be waived or modified in any manner. Provided further that the Resolution Applicant shall be entitled to withdraw the Approved Resolution Plan (without any liability) in case the Adjudicating Authority directs any material amendment to the Approved Resolution Plan, which results in an adverse effect or increased financial liability for the Resolution Applicant. 5. ASSIGNMENT BY CREDITORS If at any time before the Adjudicating Approval Date, any creditor transfers / assigns its loans / debts to any other person or third party, such assignee / transferee shall be bound by the terms of this Resolution Plan.....
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....clarified that, where the Resolution Plan is modified pursuant to the terms hereof, the modifications will be effective from the Effective Date and will entitle the Resolution Applicant to re-adjust the financial plan under this Resolution Plan to address the associated costs and damages. 8. CO-OPERATION FOR HANDOVER Where the Resolution Professional and the Monitoring Agent do not co-operate with the Resolution Applicant in handing over of all assets and records of the Corporate Debtor in accordance with this Resolution Plan, the Resolution Applicant shall be entitled to make an application to the Adjudicating Authority for necessary directions. 9. CO-OPERATION BY FINANCIAL CREDITORS In the event that any proceedings are instituted against the Corporate Debtor or the Resolution Applicant or the CoC or the Resolution Professional opposing the approval of the Resolution Plan or seeking to prevent its implementation, the Financial Creditors of the Corporate Debtor who approved the Resolution Plan shall support the Resolution Applicant for the approval of the Resolution Plan and shall object to any opposition to such Resolution Plan. Financial Credi....
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....y, or in any other judicial, quasi-judicial, regulatory, administrative or government proceedings of whatsoever nature in accordance with the Approved Resolution Plan. Any pending or future proceedings against the Company which are contrary to or inconsistent with the terms of the Resolution Plan shall be deemed to be not maintainable or to have been terminated and closed upon the production and lodgement of the certified copy of the Approved Resolution Plan or a notarially certified copy of the Approved Resolution Plan. 11. REMOVAL OF DIFFICULTIES In the event that any difficulty arises in the implementation of this Resolution Plan, the Company or the Resolution Applicant shall be entitled to move an application before the Adjudicating Authority and the Adjudicating Authority shall consider passing such orders or modifications of the Resolution Plan as removes the difficulty in its implementation without the requirement of any further decision or vote of the CoC who shall stand discharged in accordance with the Resolution Plan. 12. DECLARATION TO THE EFFECT THAT THE RESOLUTION PLAN IS NOT IN CONTRAVENTION OF PROVISIONS OF ANY APPLICABLE LAW The ....
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....aw. (d) There exists no agreement, letter or other arrangement, which modify or supersede any of the resolutions, approvals, consents, authorisations, orders, the Documents or any terms thereof. (e) There are no facts or circumstances in existence and no events have occurred which render the Documents or performance thereunder void or voidable or repudiated or frustrated or capable of rescission for any reason, and in particular but without limitation by reason of the lack of consideration, default, fraud or misrepresentation and that no governmental or regulatory authority has withdrawn, cancelled or revoked any approval, permission or consent as of the date hereof. 2. The Resolution Plan has been prepared based on the Information Memorandum, Code and the CIRP Regulations as existing as on the date of this Resolution Plan. In the event of any subsequent amendment to the Code and/or the CIRP Regulations which may affect the Resolution Plan in any manner whatsoever, the Resolution Applicant reserves the right to amend/modify the terms of the Resolution Plan anytime post such amendment to the Code and/or the CIRP Regulations. 3. All claims as discl....
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.... the Information Memorandum, the Company has all the licences to carry on the Business. 13. If, at any time the Resolution Applicant, Resolution Professional or the Monitoring Agent, as the case maybe, becomes aware of any circumstances that will or are likely to give rise to the non-fulfilment of any of the terms of the Resolution Plan, then such person shall immediately and in any event within 30 days give to the other person written particulars of any such circumstances and thereafter, the Resolution Applicant, Resolution Professional and the Monitoring Agent, as the case maybe, shall co-operate fully with a view to implement the terms of the Resolution Plan. Upon approval of the Resolution Plan by the Adjudicating Authority, Resolution Applicant shall ensure its effective implementation. However, if this Resolution Plan cannot be implemented for any reason not attributable to the Resolution Applicant, then the Resolution Applicant shall have no liability on this account, including any performance guarantee provided by the Resolution Applicant. 14. The enforcement of the Bank Guarantee issued under the terms of the RFRP shall be subject to the acquisition of th....
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....ty Capital Ventures, LP, USA (Unlisted) 1,39,02,860 7.76 Vegesna Family Trust, USA (Listed) 6,20,466 0.35 Total 3,96,13,695 22.11 Resident holding: Infinity Satcom Universal Private Limited 1,45,30,000 8.11 Ramanand Core Investment Company Private Limited 12,50,00,000 69.78 Others 652 0.00 Total 13,95,30,652 77.89 Grand Total 17,91,44,347 100.00 6 Name and Address of the Company Secretary duly appointed under the Companies Act Mr V Ramanujan - Company Secretary Tidel Park, 2nd Floor, No.4, Rajiv Gandhi Salai, Taramani. Chennai - 600113 B. Name and other companies in which Directors are holding either position of directors or partner S. No. Name of the Director Directorship Interest in Other Companies 1. Raju Vegesna 1. Raju Vegesna Infotech & Industries Private Limited 2. Sify Technologies North America Corporation 2. Ananda Raju Vegesna 1. Village Inns (India) Limited 2. Sify Data and Managed Services Ltd 3. SifyInfinit Spaces Limited 4. Infinity Satcom Universal Pvt Ltd 5. Rajuvegesna Infotech & Industries Pvt Ltd 6. ....
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....ected person SCHEDULE III DESCRIPTION OF THE PREMISES Plot No R-847/2, In "Trans Thane Creek" Industrial area within the village limits of Rabale and within the limits of Navi Mumbai Municipal Corporation, Taluka Thane, Dist-Thane containing admeasurements 12,416 sqmtrs. Or there about together with the structure constructed there on admeasuring 60000 sq ft and bounded as follows: To East: Plot No R-847/3 To West: Plot No R 847/1 To South-Estate Road To North-Open Space SCHEDULE IV SECURITY POSITION DETAILS OF SECURITIES WITH FINANCIAL CREDITORS: PART A 20. Plot No R-847/2, In "Trans Thane Creek" Industrial area within the village limits of Rabale and within the limits of Navi Mumbai Municipal Corporation, Taluka Thane, Dist-Thane containing admeasurements 12,416 sqmtrs. Or there about together with the structure constructed there on admeasuring 60000 sq ft and bounded as follows: To East: Plot No R-847/3 To West: Plot No R 847/1 To South-Estate Road To North-Open Space 21. Hypothecation of Movables and current assets and plant and machinery, stocks, book debts. P....
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....g Governance Practices 2. To Support Make in India Policy 3. To be relevant for Digital India 4. Attract and invest in local talent pool 5. Maximise value for the stakeholders 1. Adopt Strong Governance Practices: Sify is a company listed in NASDAQ (USA) for more than 19 years. Sify is governed by corporate governance practices of Securities Exchange Commission (SEC) of the USA. Sifyhas been awarded Golden Peacock Award in the year 2014, which is a recognition of strong corporate governance practices. Our governance structure and the effective management team will ensure that the assets are put to the maximum and most relevant use thereby benefiting all the stakeholders involved. 2. To be Relevant in Digital India: India is transforming into digital country with the Government of India encouraging Indian Companies to set up Data Centre to support the institutions and Industries. The Governmentand industries have gained hugely due to Digital growth in the Country over the last decade.The data privacy and data protection rights proposal by Government of India is likely to make more multi-national companies have t....
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.... non-viable printing business and continue the Corporate Debtor as a going concern with the existing leasing business. Accordingly, the Resolution Applicant will enter into a long term, perpetual lease with its group company to run the Data Centre business. The lump sum lease premium will be utilised to settle the dues of all the stakeholders. The Resolution Applicant also likes to bring to the notice of the Resolution Professional and CoC that the Hon'ble Delhi High Court, in the Matter Of - M/S. INDO RAMA TEXTILE LTD. Vs. M/s. Spentex Industries on 23 July, 2012 held that: "41. Upon reading of the aforesaid Section, it is apparent that the definition of Demerger in Act, 1961, would be satisfied if the undertaking that is being demerged is hived off as a going concern, that means, if it constitutes a business activity capable of being run independently for a foreseeable future. To ensure that it is a going concern, the Court while sanctioning a Scheme can certainly examine whether essential and integral assets like plant, machinery and manpower without which it would not be able to run as an independent unit have been transferred to the demerged company." Hen....
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....he New Promoters/Resolution Applicant into the shoes of the erstwhile Company and taking over the business, the provisions of Companies Act, 2013 shall be applicable and because of this reason a copy of this Order is to be submitted in the Office of the Registrar of Companies, Maharashtra, Mumbai. 44. The RP is further directed to handover all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records/ premises/ factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation. 45. The directions embodied and period of implementation provided hereinabove shall be effective from the date of receipt of this Order. MA No.3137/2019 in MA No.2972/2019 in CP (IB) No.82/MB.II/2018 46. This is an Application moved by Shri Pramod Hendre and Shri Nandkumar Hendre, suspended directors and promoters of the Corporate Debtor, viz., Print House (India) Private Limited, under section 60(5) of the Code, seeking to implead themselves in the MA No.2972/2019 filed by the Reso....
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....e property of the Corporate Debtor. (f) The CoC has failed to examine the viability of the Resolution Applicant's revised Resolution Plan, which it was obligated to do. The same attracts the Wednesbury principles and therefore merits a judicial review of the CIRP and interference with the decisions of the RP and the CoC by exercise of the powers vested in this Adjudicating Authority under section 31 of the Code. The CoC has tilted the level playing field that is required to be maintained in the CIRP, in favour of the Resolution Applicant. 49. We have considered the objections raised by the Applicants herein, to the Resolution Plan approved by the CoC. The main objection of the Applicants is that the Resolution Applicant intends to change the main business of the Corporate Debtor from printing business to running Data Centres. 50. We are of the view that there is nothing in the Code that inhibits a Resolution Applicant from pursuing a line of business that is different to the erstwhile business of the Corporate Debtor. If this proposition is accepted, then it would mean that there can never be a situation where the successful Resolution Applicant can revive a Corporat....