TaxTMI 
TaxTMI 
2022 (3) TMI 628
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....to CIRP by an order of admission dated 14.05.2018. The IRP issued public announcement on 19.05.2018 in Business Standard, Indian Express and Loksatta newspaper in terms of Section 15 of the Code read with Regulation 6(1) of CIRP Regulation. The last date for receiving the claim in pursuance of the public announcement was 31.05.2021. 3. The Committee of Creditors was constituted on 06.06.2018, which comprises of following Members: - (a) State Bank of India (b) IDBI Bank (c) ICICI Bank (d) Oriental Bank of Commerce (e) Dena Bank (f) Bank of Maharashtra (g) Indian Overseas Bank (h) Central Bank of India (i) Andhra Bank (j) Bank of Baroda (k) Canara Bank (l) UCO Bank (m) Lodha Development Management Pvt. Ltd. 4. The applicant re-constituted the Committee of Creditors as per Section 17(1) of the CIRP Regulation on 21.01.2021 on the basis of additional claim received from another financial creditor. The revised list of CoC are as follows- (a) State Bank of India (b) IDBI Bank (c) ICICI Bank (d) Oriental Bank of Commerce (e....
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....tension of CIRP period of 90 days. This Bench approved the extension of 90 days. 10. The applicant on 24.07.2018 appointed M/s Kirtane & Pandit LLP ("Forensic Auditor") and the same was approved by the CoC in its 3rd meeting. The forensic auditor submitted his report on 29.09.2018. In accordance with the direction of the CoC, the applicant filed interim applications under Section 43, 45 and 66 of the Code and the same are pending for adjudication by the Tribunal. Filing of application for liquidation of the Corporate Debtor. 11. Upon issuance of EOI, three potential resolution applicants submitted EOI. The applicant are listed below:- (a) M/s Taguda Pte Ltd., Singapore (Trading House), (b) M/s Anika Industries Pvt. Ltd. (Trading House); and (c) M/s Langley (UK) jointly with M/s. Bowline Capital Partners, Netherland (Fund House). 12. M/s. Taguda Pte limited the eligible prospective applicant submitted the bid and paid the bid bond amount on 28.09.2018. The other two bidders were disqualified for the following reasons: - (a) M/s Anika Industries Pvt. Ltd. (Trading House) - They did not have the network as required; and (b) M/s ....
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....ll be considered as an extended CIRP period for the Corporate Debtor. However, the Hon'ble NCLAT also directed that if the revised resolution plan of the Resolution Applicant is rejected then the liquidation application shall stand revived. 17. Consequently, on 17.04.2021, the applicant convened the 17th CoC meeting and again on 18.05.2021 the applicant convened the 18th CoC meeting wherein it was discussed that the Order of Hon'ble NCLAT had only provided six weeks to the stakeholders to discuss and evaluate upon the revised resolution plan of the Resolution Applicant and therefore, the applicant must approach the Hon'ble NCLAT seeking extension of such time period. On 31.05.2021, the Hon'ble NCLAT modified its order and provided further time till 25.06.2021. 18. The Resolution Applicant submitted revised resolution plan and the applicant convened the 21st meeting of CoC of Corporate Debtor on 23.06.2021, wherein the applicant placed the compliant revised resolution plan before the CoC. The minutes of meeting captured the discussion of the CoC with respect to feasibility and viability of the revised resolution plan and it was concluded by the CoC that the revised resolution ....
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.... Total (a) + (b) 133802.24 90386.97 61.00 38.15 4. Other than Operational Creditor filed Through Form F NA NA NA NA 5. CIRP Cost NA NA 100** NA 6. Statutory Liabilities NA NA 25.00 NA Total 463990.37 419639.69 22700 4.89 (1) The distribution amounts mentioned above have been approved by the COC on the assumption that all the Financial Creditors vote in favour of the Resolution Plan. However, since ICICI Bank did not vote in favour of the Resolution Plan, as a dissenting financial creditor ICICI Bank would be entitled to liquidation value in terms of s. 53 of the Code and the payment to the remaining Financial Creditors shall be adjusted accordingly7 based on their voting share. (2) Any further recoveries, pay-outs and amounts paid to the Financial Creditors on redemption/transfer of the New Preferences Shares shall be distributed amongst the Financial Creditors (other than the Dissenting Creditors, if any) in proportion to their respective voting shares as stated above (adjusted after removal of voting share of th....
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....and revenue of USD 232.96mn; (b) Akasa International Limited, Hong Kong, focuses on metal and precious stones trading in China, Korea, Japan, Vietnam and other Asian markets. It has net worth of USD 30.66 million and revenue of USD 203.84 million; (c) AP International FZC, UAE: Operates in the middle East & African market with primary business activity of metal and precious stone trading. It has net worth of USD 26.56 million and revenue of USD 285.69 million; and (d) Taguda Pty. Limited, Australia: Operates as sourcing centre of metals and minerals from Australia and New Zealand for supply to Asia Pacific; Creditworthiness and financial capability of Resolution Applicant:- 24. Resolution Applicant has consolidated annual turnover of approximately USD 722,494,194 (United States Dollars seven hundred twenty-two million four hundred ninety-four thousand and one hundred ninety-four) and net assets of approximately USD 84mn (United States Dollars eighty-four million). The audited consolidated financial statements of the Resolution Applicant for the financial year ending 31st March 2020 and financial statements for the financial years ending 31st March 2....
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....he Financial Creditors. On 60th day from Closing Date* 4. The Resolution Applicant shall cause the Company to pay an amount of INR 50 crore to the Financial Creditors. On 90th day from Closing Date* 5. The Resolution Applicant shall cause the Company to pay an amount of INR 27 crores to the Financial Creditors. The Performance Bank Guarantee submitted by the Resolution Applicant shall be appropriated towards payment of this tranche of INR 27 crores, as may be required by the Resolution Applicant. On 120th day from Closing Date* 2. Payment to the Financial Creditors against recoveries from the Existing Receivables In addition, any balance Financial Debt forming part of the Admitted Debt (Unpaid Debt), (i.e. the Admitted Debt as reduced by the amounts mentioned in (1) above and the Residual Debt of INR 200 crore), is proposed to be converted into Non- Convertible Redeemable Preference Shares (New Preference Shares) of the Company being zero dividend and non-cumulative in nature at their face value. If the cash recoveries made by the Resolution Applicant and/or the Company from the Existing Receivables during the period of 3 years from the C....
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.... actual payment for CIRP Costs is less than INR 1.00 crore, the surplus amount, i.e. surplus of INR 1.00 crore over payment for CIRP Costs, shall be added to upfront payment to Financial Creditors of INR 48.14 crores. 4. For the avoidance of doubt, it is hereby clarified that the cash balances available with the Company as on the Closing Date shall be retained by the Company and the Financial Creditors shall not have any right or claim on such surplus. The Company shall have full discretion to utilize such surplus amount in such manner and for such purpose as may be determined by the Resolution Applicant. On the Closing Date* 4. Payments for the employee &workmen dues 1. The employee & workmen dues shall be paid in full as admitted by Resolution Professional and summarized in Schedule III of Resolution Plan. Payment for the employee & workmen dues shall be on actual basis and in priority to any other creditor of the Company, except CIRP Costs, upon the Resolution Plan becoming effective. 2. The Resolution Applicant shall through the Company pay an amount of INR 36 lacs which shall be utilized for making payments for the employee & workmen dues. For the avoidance o....
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....f the Company. The Resolution Applicant shall, as and when required for the business of the Company, infuse the additional funds in the Company for meeting capital expenditure and working capital requirements of the Company over a period of 12 months commencing from the Closing Date. Such amount shall be invested by the Resolution Applicant by way of equity infusion either directly or through any of its Indian Affiliate which shall be an entity compliant with Section 29A of IBC. Within 12 months from the Closing Date * If this date is not a Business Day, then the immediately next Business Day. To summarize, this Resolution Plan proposes a committed payment of [INR 227 crores], of which INR 225.14 crores will be paid towards the settlement of the Financial Creditors, INR 1 crore is for the CIRP Costs, INR 36 lacs is for the employee & workmen dues, INR 25 lac is for the Operational Creditors and INR 25 lac is for the statutory liabilities. In addition to this, the Resolution Applicant shall infuse additional funds in the Company for meeting the capital expenditure and working capital requirements of the Company as and when the need arises during the period of....
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....ebtor. 29. The Resolution Plan also provided for treatment of security as follows: - Security: All Encumbrances provided by the Promoters or any third party, other than the Excluded Securities, in favour of the Financial Creditors for securing the financial debt of the Company (hereinafter referred as the Assigned Securities), which are valued by Resolution Applicant and included as part of Resolution Plan amount, shall not be extinguished or waived under this Resolution Plan and shall be assigned to Taguda India Private Limited (which entity is the 'Identified Affiliate'), along with the payment of INR 50 crore constituting the Assigned Debt by Taguda India Private Limited in the manner set out in Schedule XI. The Excluded Securities shall also not be extinguished or waived under this Resolution Plan and will continue be available with the Financial Creditors in accordance with their terms, which may be exercised by the Financial Creditors at their discretion for its debt. All other securities or other Encumbrances provided by the Company including on the fixed assets of the Company shall be extinguished as on the Final Settlement Date. The Financial Creditors reserve ....
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....ditors. This Resolution Plan also identifies the specific sources of funds that will be used for such settlement (Section 3.4 of this Resolution Plan); (iv) Provides for payment to the financial creditors, who have a right to vote under section21(2) of IBC and did not vote in favour of the resolution plan, in priority over financial creditors who voted in favour of the plan (Section3.3 (iii)(h) of this Resolution Plan); (v) Provides for management and control of the affairs of the Company after approval of the Resolution Plan (Section 9.2 of this Resolution Plan); and (vi) Specifies the term of the Resolution Plan and implementation schedule (Section 9.1 of this Resolution Plan) Equity Shareholders (i) The details of the outstanding Equity Share capital of the Company as of the Insolvency Commencement Date are set out in Schedule IV. The Resolution Applicant acknowledges that there are no outstanding preference shares that are issued by the Company, hence, not required to be dealt with in this Resolution Plan. (ii) All outstanding Equity Shares held by the Promoters constituting 49.04% of the entire paid up share capital of the Compan....
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.... any such claim, whether identified or unidentified, submitted or not submitted to the Resolution Professional, shall be considered to have been extinguished in its entirety on the approval of this Resolution Plan by the Adjudicating Authority without requiring any further actions on the part of the Company and/or Resolution Applicant. Proposal for funding by the Resolution Applicant The Resolution Amount is proposed to be infused by the Resolution Applicant in the following manner: (i) Infusion on and after the Closing Date: (a) The Resolution Applicant shall infuse the Investment Amount of INR 50 crore in the Company, against subscription of the Equity Shares of the Company, as contemplated under Schedule V. It is clarified that the amount paid by the Resolution Applicant towards Bid Bond shall be treated as a part of the Investment Amount and the Equity Shares shall be issued by the Company to the Resolution Applicant against such amount. (b) On or before the 30th day from the Closing Date, the Resolution Applicant shall cause the Identified Affiliate to pay an amount aggregating to INR 50 crore towards Assigned Debt. The Identified Affiliate is ....
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....ution Applicant shall subscribe to such instruments issued by the Company, including Equity Shares, convertible preference shares or convertible/non- convertible debentures or any debt funding as it may decide in its sole discretion. (iii) In addition to the Investment Amount and investment required under clause (ii) above, the Resolution Applicant proposes to infuse such additional amount over a period of within 12 months commencing from the Closing Date as may be required from time to time to meet the Company's capital expenditure and working capital requirements. This infusion over 12 months period will be made by the Resolution Applicant either directly or through its Affiliates (such entity shall be compliant with Section 29A of IBC) on such dates and in instalments of such amounts as the Resolution Applicant considers appropriate based on business needs of the Company. For this purpose, the Resolution Applicant or its Affiliates, as the case may be, shall subscribe to such instruments issued by the Company, including Equity Shares, convertible preference shares or convertible/non-convertible debentures as the Resolution Applicant may decide in its sole discretion. ....
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.... Applicant, and all such earlier resolution plans shall be considered to have been nullified by this Resolution Plan. RELIEFS, CONCESSIONS AND DISPENSATIONS With regard reliefs, concessions and waivers as sought by the Resolution Applicant, this Bench orders that the reliefs and concessions are guaranteed as per the judgment of the Hon'ble Supreme Court in Ghanshyam Mishra & Sons Vs Edelweiss Asset Reconstruction Company limited, where at para 95 (i) it was held that once a resolution plan was approved a creditor cannot initiated proceedings for recovery of the claim which are not part of the Resolution plan. Hence, all past liabilities arising out of any levies/tax dues to any government authority such as VAT, CST, Customs Excise Duty and employees, workmen, operational creditor, financial creditor etc., which are not part of the resolution plan and pertaining to the pre CIRP period, shall stand extinguished, post approval of the resolution plan. 1. The unpaid debt shall stand converted into non-convertible redeemable preference share. Hence, the excluded securities are no longer enforceable as defined under the resolution plan. 2. The approval of the Resol....
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....unt of Rs. 225.14 crores is proposed to be paid upfront to the financial creditor. On the closing date the RA shall pay INR 48.14 crores to the financial creditor. The RA shall pay INR 50 Crore on 60th day from the closing date and pay 50 Crores to Financial Creditor on 90th Day, Rs. 27 Crores to the Financial Creditor 120th days from the closing date. The performance Bank guarantee submitted by the RA shall be appropriated towards this tranche of 27 Crores. Any balance Financial Debt forming part of admitted debt (unpaid debt) (admitted debt as reduced by the amount paid to the Financial Creditors and the residual debt of INR 200 Crores) is proposed to be converted into non-convertible redeemable preference shares (new preference shares) of the company being zero evident and non-cumulative in nature at the face value. The RA will pay Rs. 36 Lakhs to the employees and workman and amount of Rs. 25 Lakhs to the Operational Creditors (other than employees and workman dues and statutory liabilities). An amount of Rs. 25 Lakhs to the Statutory liabilities. 6. All outstanding equity shares held by promoters constituting 49.04% of the entire paid of shares capital of the company ....
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....orm part of this order. 2. Any relief sought in the Resolution Plan, where any contract, agreement understanding, Proceeding, action, notice etc. not specifically identified, or is for a future contingency, is, at this point of time, rejected. 3. The Resolution Plan as approved is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Corporate Debtor can come into force with immediate effect. 4. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. 5. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 6. The Resolution Professional is further directed to handover all records, and properties 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 and premises of the corporate debtor through the Resolution Professional to finalise the further line of action required for starting of th....
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....ipt of order - May 17, 2018) May 14, 2018 May 19, 2018 June 6, 2018 June 14, 2018 June 16, 2018 (by way of evoting) June 22, 2018 (ratified by COC on July 6, 2018) July 24, 2018 and revised and extended on August 13, 2018 for extension of date August 21, 2018 August 21, 2018 September 6, 2018 and which was extended to September 13, 2018 and lastly extended. to September 28, 2018. Consequent upon order of Hon'ble National Company Law Appellate Tribunal ("NCLAT") the resolution plan was submitted on June 13, 2021 and then on June 23, 2021. June 25, 2021 by way of E-voting June 25, 2021 November 9, 2018 (a) Date of order passed by National Company Law Tribunal ("NCLT") extending the period of CIRP under Section 12 of the Code by 90 days - November 14, 2018 Sungave QUMAR AGRAWAL 7/20 KOLKATA Document 2 S.No. Particulars 17 Date of Expiry of Extended Period of CIRP Description (b) Date of order passed by passed by the NCLAT extending the period of CIRP by another 6 weeks April 8, 2021 - (c) Date of NCLAT order extending the period of CIRP upto June 25, 2021 - May 31,....
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....gle_doc_api import process_single_document File "C:\inetpub\vhosts\taxmanagementindia.com\httpdocs\python_image_text_project\google\google_doc_api.py", line 345 elif mime_type in ["image/gif"]: IndentationError: expected an indented block after 'if' statement on line 341 Document 4Traceback (most recent call last): File "C:\inetpub\vhosts\taxmanagementindia.com\httpdocs\python_image_text_project\google\direct_extract_text.py", line 19, in from google_doc_api import process_single_document File "C:\inetpub\vhosts\taxmanagementindia.com\httpdocs\python_image_text_project\google\google_doc_api.py", line 345 elif mime_type in ["image/gif"]: IndentationError: expected an indented block after 'if' statement on line 341 Document 5 9. 8. (2) Any further recoveries, payouts and amounts paid to the Financial Creditors on redemption/transfer of the New Preference Shares shall be distributed amongst the Financial Creditors (other than the Dissenting Creditors, if any) in proportion to their respective voting shares as stated above (adjusted after removal of voting share of the Dissenting Creditors, if any). ** Under the Resolution Plan, CIRP Co....
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....cument 6 Section of the Code/Regulation No. Section 30(1) Section 30(2) Requirement with respect to Resolution Plan Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? Whether the Resolution Plan: (a) provides for the payment of insolvency resolution process costs? Clause of Compliance (Yes/No) Resolution Plan Yes Section 3.1 Yes Section 30(4) to the (b) provides for the payment operational Sections 3.2 Yes and 3.4 creditors? (c) provides for the payment to the financial creditors who did not vote in favour of the resolution Section 3.3 Yes plan? (d) provides for the management of the affairs of the corporate debtor? Sections 9.2 and 9.3 Yes (e) provides for the Sections 9.1, Yes implementation and supervision of the resolution plan? 9.2 and Schedule V (f) contravenes any of the Section 13 provisions of the law for the time being in force? Whether the Resolution Plan (a) is feasible and viable, according to the CoC? (b) has been approved by the CoC with 66% v....
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....4, 2018 Date of filing of avoidance application - January 16, 2019 Regulation 27 Appointment of two T+47 June 22, 2018 Registered Valuers Regulation 36(1) Submission of T+54 June 30, 2018 Information Memorandum to CoC Regulation 36-A Invitation of Eol T+75 July 24, 2018 and revised on August 14, 2018 for extension of date upto August 20, 2018 Publication of Form T+75 G July 24, 2018 and August 14, 2018 for extension of date Provisional List of T+100 NA Resolution Applicants Final List of T+115 August 21, 2018 Resolution Applicants Regulation 36-B Issue of Request for T+105 August 21, 2018 Resolution which Plan, includes Evaluation Matrix and Information Memorandum to Resolution AGRAWA 000871207 (KOLKATA * Document 10 Section of the Code/Regulation Description of Activity Latest Timeline Actual Date No. Applicants under Regulation 40-A Section 30(6)/ Regulation 39 (4) Submission of CoC T+165 approved Resolution Plan A Section 31(1) Approval of Resolution Plan ....
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.... 1. Approval for reduction of Companies Act, 2013 equity share capital of the corporate dcbtor 2. Approval for assignment Foreign Name of Authority who When to be obtained Adjudicating Monitoring agency will grant Approval Authority, Mumbai (IMA) to file Bench or any other application for person or government approval within 15 authority (including days of approval of SEBI, designated the Resolution Plan stock exchange, any by Adjudicating tribunal or court) Authority. Exchange Reserve Bank of India Monitoring agency (or the Authorised (IMA) to file of the assigned debt by the Management Act, 1999 financial creditors to the identified affiliate 3. Approval for (a) granting Foreign Dealer Bank, applicable) as application for approval within 15 days of approval of the Resolution Plan by Adjudicating Authority. Exchange Reserve Bank of India Monitoring agency exemption from pricing Management Act, 1999 guidelines in relation to the equity investment going to be made by the Resolution 087 H KUMAR AGRAWAL KOLKATA 1891* 11-16/018 (IMA) to file applicati....
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.... Applicant shall proceed with the implementation of the Resolution Plan as approved by the Adjudicating Authority, provided that the Resolution Amount proposed by the Resolution Applicant in the Resolution Plan are not modified. Material Adverse Effect has been defined in para 35 of Schedule I of the Resolution Plan. RAGRAWAL 19 8712017 KUMAR PODOB KOLKATA IPA 1891 AGRAWAL SAMAR HOO P0008 KOLKATA OFESSIONAL Document 13 ii. Closing Date has been defined in the Resolution Plan to mean the date falling on the 7th business day after the date on which all of the conditions precedent set out in the Resolution Plan will be fulfilled. This is more particularly defined in para 14 of Schedule I of the Resolution Plan. 13. Following are the deviations/non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/non-compliances were observed, please state the details and reasons for the same): Not Applicable Sl. No Deviation/Non - compliance observed Section of the Code/Regulatio n No./Circular No. Reasons Wh....