TaxTMI 
TaxTMI 
2019 (11) TMI 1698
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....hority) Rules 2016 on 27.06.2017. 3. After considering the merits of the case, the said Petition was admitted vide an Order dated 22.12.2017 (CP No. 1138/I&BP/NCLT/MB/2017). Mr. Anil Kohli was appointed as the Interim Resolution Professional (IRP). The said IRP was confirmed as the Resolution Professional (RP) in the first CoC meeting dated 02.02.2018. 4. In the second CoC meeting dated 21.02.2018, the Applicant apprised the CoC that a minimum eligibility criteria be fixed for potential Resolution Applicants for body corporates. The minimum net worth was to be fixed at (`)50 Crores. The Applicant published Invitation for Expression of Interest for submission of Resolution Plans for the Corporate Debtor in Times Group newspapers on 26.02.2018 on pan India Basis with the last date of submission as 09.03.2018. The publication for invitation of expression of interest was again done on 18.04.2018 in Times group Newspapers in Delhi NCR publications as some of the prospective investors sought time to submit their Resolution Plan. 5. Thereafter, the RP sought extension of CIRP period for 90 days, which was granted by this Bench vide order dated 20.06.2018. A fresh invitation for s....
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.... RP, EOIs were received only from 9 PRAs. However, only two resolution plans were finally submitted to the RP for the Corporate Debtor. One of the Resolution plan which was submitted was from Mr. Amit Gupta and other was from M/s. PCL Foods Pvt. Ltd. (PCL). Both the plans were placed before the CoC for discussion. The CoC took both the proposals on record and decided to seek opinion from their respective legal departments on the plans. 10. In the 10th CoC meeting dated 11.01.2019, the RP apprised the CoC that pursuant to the last meeting, Mr. Amit Gupta has filed a revised plan while PCL pursued their original plan. The resolution plan of PCL was considered non-compliant and Mr. Amit Gupta was advised to further cure the plan because of the two major conditions precedent. The first condition was in respect of the two land parcels and other being the removal of the attachments on assets, were impediment in the resolution plan process. 11. The RP has submitted that Mr. Amit Gupta submitted the revised plan (both technical and financial) on 14.01.2019 removing conditions precedent and agreeing to the CoC observations. Thereafter, in the 11th CoC meeting dated 28.03.2019, Mr. Ami....
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....tatus of a star export house. In 2013, the company got embroiled into National Spot Exchange Ltd (NSEL) scam wherein one of the associated company, M/s. P.D. Agroprocessors Pvt. Ltd, was indicted with a net liability of Rs. 637.35 Cr to NSEL on account of settlement. It was alleged that the money received by M/s. PD Agro was diverted to Dunar Foods Ltd (Corporate debtor). The Corporate Debtor raised huge debts which carry high interest costs, and during the period between 2011-2015, for storage of rice and paddy, which has witnessed huge volatility both in prices and in demand. This has resulted into huge operational loss and erosion of working capital of Corporate Debtor. The Huge interest cost to the financial creditors as well as operational creditors has resulted into operational losses to the Corporate Debtor. The company was classified as NPA by consortium of Banks in August 2014 i.e. FY 2014-15 after it failed to repay the interest and principal amount on the loan facilities availed. The company has been operating, though at a very low level as it faces the liquidity crunch due to working capital constraints. In compliance to regulation 38(3)(b)....
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....orship firm under the name and style of M/s. Baijnath Uggarsen. The Resolution Applicant at a later date may convert into partnership firm or incorporate into a private limited company to manage the shareholdings and business affairs of the Corporate Debtor following the Corporate Insolvency Resolution Process (CIRP). Details of associates/affiliates The Resolution Applicant solely or as an entity, is not a promoter of any other firm or registered company and hence the Certificate of corporate structure of the Applicant, group companies, affiliates, parent company, and the ultimate parent as mandated in the process memorandum is not provided. The only affiliates for the Resolution Applicant is the individual proprietorship firm in his name which has been referred to as above. Authority Since the Resolution Applicant is an individual and himself presenting the resolution plan, has the entire rights to negotiate with the Committee of Creditors and swears to be bound by his action with respect to this resolution plan. Accordingly, no power of Attorney is required. Background of Resolution Applicant Mr. Amit Gupta is ....
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....nnexure -D. D. PREVIOUS EXPERIENCE The Resolution Applicant and his family has several decades of experience in the Rice industry, clean reputation, strong business network of suppliers and buyers, stable finances and are hence perfectly positioned to take the mantle of revival of the Corporate Debtor. E. FINANCIAL PROPOSAL The financial proposal for takeover of the Corporate Debtor is attached herewith as Annexure -E. F. OTHER INFORMATION Term of the plan and its implementation schedule The financial proposal envisages to pay an amount of Rs. 87.10 Crore as total consideration under the resolution plan; the mode and manner of which is laid* down in the Annexure - E. The Resolution Applicant commits to pay the entire payment laid down in the financial proposal within 3 Months of the approval of the resolution plan in the form submitted by the Resolution applicant. The Resolution Applicant propose that the balance amount after adjusting the EMD-I and EMD-11 is proposed to be paid as detailed in Annexure E, ort completion of which the resolution plan will come to an....
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.... Shareholding The ownership along with 100% shareholding without any interference of existing Promoters/existing shareholders (individual as well as Corporate)/Financial Creditors shall be transferred to Resolution Applicant upon receipt of complete payment as per terms of the approved resolution plan. It will be responsibility of the Lenders to get the complete issued shareholding of the Corporate Debtor transferred in the name of Resolution Applicant including his nominee. Upon receipt of complete payment as per terms of the Resolution plan entire shareholding of the Corporate Debtor shall vest with the Resolution Applicant i.e. the entire paid up share capital of the Corporate Debtor will stand transferred in the name of the Resolution Applicant or its nominee. Entire security including pledge of shares shall be released by the Lenders and the same will be assigned to the Resolution Applicant. On receipt of the complete payment as per the Financial Proposal, the existing lenders will do the needful to remove all the charges created on the assets of the Corporate Debtor. The Resolution Applicant may offer a part of equity to i....
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....rs matter have been admitted by the Resolution Professional as per the Information Memorandum and are accordingly addressed in the Financial Proposal accompanied. Claims arising from the Operational Creditors are also addressed in the Financial Proposal. However, claims arising from other pending matters have not been crystallized and admitted by the Resolution Professional therefore no payment has been assigned towards them as a part of this Resolution Plan. The Adjudicating Authority under the Insolvency and Bankruptcy Code has wide powers and Section 238 of the Code providing the widest possible non obstante clause, makes is clear that the decision of the Hon'ble Adjudicating Authority under the Code shall have effect notwithstanding any provision of another law which is inconsistent. Therefore, it is expected and understood that upon the approval of the Resolution Plan by the Hon'ble Adjudicating Authority under Section 31 of the Insolvency and Bankruptcy Code, no future claims would lie against the Corporate Debtor from any other proceeding pending against the Corporate Debtor and it will only be responsible for the liability which is crys....
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....uding but not limited to Current Assets and Fixed Assets shall be free from any charge/security interest of the lenders. 2. Entire assets of the Corporate Debtor shall be unencumbered and be free from any claims of any of the lenders and shall be transferred to Resolution Applicant as on date of acquisition i.e. on the day when the complete payment of INR 87.10 Crore has been made by the Resolution Applicant. 3. No payment shall be made to financial creditor/operational creditor/existing promoters/statutory dues/contingent liabilities/pending claims/or any other claims except as mentioned above arises out of business/transaction made before acquisition of the Corporate Debtor (if arises in future also). 4. Prayer be made to Hon'ble NCLT of waiver of All contingent liability past or future till the date of acquisition. 5. Any other liability, whether known or unknown except as mentioned above shall be fully waived until the date of acquisition of the Corporate Debtor. 6. All the licenses, approvals, brand registrations of the business of Corporate Debtor shall be valid as on at the date of transfer to Res....
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....isors and bankers (collectively, "Representatives") to whom Confidential Information is made available do not reveal, to any third party, any Confidential Information, without the prior written consent of the Resolution Applicant. The Resolution Applicant shall be entitled to injunctive relief, specific performance and other remedies to enforce this Clause. K. DECLARATION Transactions with Corporate Debtor in previous two years The Resolution Applicant is mill operators and hence have had business dealings with the Corporate Debtor during the past several years. The total amount of transaction between the parties over the last two years would be approximately Rs. 3.70 crores. However, it is categorically stated that at no point of time did the Resolution Applicant hold any stake or management control in the Corporate Debtors or its affiliates. The dealing between the Corporate Debtor and the Resolution Applicant was purely professional in the ordinary course of business. Information/declaration under Section 29-A of the Code and Rule 38 of CIRP Regulations It is hereby declared that the Resolu....
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....icant 56, Janta Grain Market,& Karnal, Haryana Phone Nos:+91-94160-32288. SUMMARY OF THE RESOLUTION PLAN: 18. The total payment envisaged under the Plan is to the tune of (`)97.10 crore. An amount of (`)87 crore less CIRP Costs incurred by SBI is being paid to Financial Creditors as full and final settlement of their dues. In addition to the payment of (`)87 crore payable to financial creditors, (`)10 Lakh is being paid to Operational Creditors and an amount of (`)10 crore is proposed to be infused as Working Capital Requirement. a) Out of an amount of (`)87 crore (less CIRP cost incurred by SBI) to be paid to Financial Creditors, (`)10 crore is already deposited in Bank account of the Corporate Debtor as the Earnest Money Deposit-I and Earnest Money Deposit-II. The details of the funds to be allocated and their sources is discussed in the table below: S. No. Payment Amount ((`) in Crores) Remarks 1. EMD-I 5.00 Already paid 2. EMD-II 5.00 Already paid 3. Balance Payment to Financial Creditors 77.00 EoI from HDFC Bank Ltd. Within 90 days from the approval of resolution p....
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....ll ascertained and contingent claim, dues, debts etc as on the date of approval of Resolution Plan. e) The RP has annexed the Compliance Certificate as per Form H of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, duly perused by this Bench. f) The Resolution Plan also provides for a Monitoring Committee comprising of i. Resolution professional, ii. Independent Representative of the CoC, iii. Representative of the Resolution Applicant. The aforementioned Monitoring Committee shall be in control of the Corporate Debtor till complete payment and execution of the Resolution plan is carried out. g) The total payment under the resolution plan shall be made within 30 months from the date of approval of resolution plan by this Bench. 19. The Liquidation Value and Fair Market Value of the Corporate Debtor is stated to be (`)67.79 Crore and (`)109.54 Crore respectively, as per Form H submitted by the RP. One of the justifications for approval of this resolution plan is that the amount proposed under the plan is higher than liquidation value of the Cor....