TaxTMI 
TaxTMI 
2020 (5) TMI 722
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..../b Kachwala Misar & Co., Advocates. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 47/2020 has been filed by DSM Infocom Pvt Ltd (DSM), seeking permission to submit Expression of Interest (EoI) and Resolution Plan. 2. None present on behalf of the applicant. By way of this application, DSM seeks permission to submit EoI and Resolution Plan for the Corporate Debtor. It is claimed that DSM became aware of EoI invitation on 15 December 2019 and is desirous of submitting a resolution plan which may ensure higher maximisation of value and prove more beneficial to the interest of the Corporate Debtor and its stakeholders. 3. The Counsel for the Resolution Professional (RP) submits that the application for approval of CoC-approved Resolution Plan was filed on 18th November 2019 i.e. long before filing of DSM's application; 4. The Counsel for the RP further submits that on 25th April 2019, Form G inviting Prospective Resolution Applicants (PRA) to submit EoI was published in various newspapers (namely, Economic Times (pan-India), Deccan Chronicle (Hyderabad), Times of India (Bengaluru), Loksatta (Maharashtra)). The Form G was also uploaded on the Corporate Debtor'....
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....ed in the CIRP of the Corporate Debtor and its Resolution Plan has been approved by 75.22% of voting shares of CoC. Along with the Resolution Plan, the Resolution Applicant has also submitted a performance bank guarantee of INR 50 Crores, which demonstrates its credentials and bona fides, contrary to that of DSM which had merely circulated a draft resolution plan at a highly belated stage i.e. when this Adjudicating Authority was already seized of the plan approval application 10. This Bench has considered the resolution plan filed by the successful Resolution Applicant under Section 30 of the Code and approved the same. In view of this, this application is dismissed. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 2615/2019 has been filed by Ricoh India Ltd under Section 60(5) of the Code, seeking declaration that INR 11,19,82,530/- out of INR 11,48,53,877/- due to be released by E-Governance Uttar Pradesh (i.e. the customer) into the Axis Bank Account No. 914020004635893 belongs solely and exclusively to the applicant and also seeking directions to the Corporate Debtor to honour the terms and conditions of the Escrow Agreement dated 24 January 2014 by....
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....- on release of amount by the e-Governance, Uttar Pradesh into Axis Bank Account No.914020004635893. 6. Accordingly, this application is allowed. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 3444/2019 has been filed by Systel Technologies Services Private Limited, under Section 60(5) of the Code, seeking direction against the Corporate Debtor to honor the terms and conditions of the Escrow Agreements dated 5 February 2014 and 14 June 2018 by signing and executing and issuing instructions to Kotak Mahindra Bank to apportion a sum of INR 40,51,866/- to the Applicant out of INR 48,18,124/- released by the customer, i.e. the Department of Information Technology and Communication, Government of Andhra Pradesh/Telangana (i.e. the customer) into the Kotak Mahindra Bank Account No. 8612504299 and also for a declaration that the said amount belongs solely and exclusively to the applicant. 2. The application reveals that APTS-ITE&C Department awarded a tender and entered into a Consortium Agreement with the Corporate Debtor and the applicant on 9.10.2013 for implementation, completion and operation and maintenance and revenue sharing of roll out of E-Distri....
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....t seeking acceptance of its claim of INR 11.95 Crores (approx.) 2. None was present on behalf of the applicant. The Counsel for the RP submitted that when claim form (Form B) dated 23 July 2019 was received from the department, the same was examined against books and records of the Corporate Debtor. It came to light that the Corporate Debtor has contested the claim on various grounds before the jurisdictional and appellate authorities and the matters are yet to reach finality. Given the pending disputes in respect of the subject matter of the claim submitted by the department, the same could not be admitted by the RP and was categorized as 'amount disputed' in the list of creditors of the Corporate Debtor prepared under Regulation 13 of the CIRP Regulations. The list of creditors was prominently displayed on the website of Corporate Debtor. 3. The Counsel for the RP further submitted that there is no obligation under the Code or the CIRP Regulations to specifically inform each creditor about the status of the claims submitted by them. Further, at no point did the department write to the RP seeking inspection of list of creditors. 4. The RP without prejudice, further submit....
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.... the provisional list of eligible Prospective Resolution Applicants (PRAs) was placed before the CoC in the 3rdCoC meeting held on 17.5.2019. The CoC voted and approved the conditions pertaining to bid bond guarantee and performance security as well as the last date for submission of the resolution plan and evaluation matrix. A copy of the minutes of the said CoC meeting is annexed with the application as Exhibit R. 6. On 29.5.2019, the RP received another EOI from a PRA. With a view to maximizing the value for stakeholder, an approval was sought from the CoC, for inclusion of this PRA in the final list of PRAs, which was approved by the CoC with 76.67% voting. The last date for submission of the resolution plan was extended to 8.7.2019. 7. The RP received only one resolution plan for the Corporate Debtor from Ebix Software India Pvt Ltd on 8.7.2019. On 5th August, 2019, an updated resolution plan with various changes was received from the said Resolution Applicant, which was circulated to the CoC Members. 8. The CIRP period for the Corporate Debtor was extended by 90 days vide order of this Tribunal dated 19.8.2019. 9. Since there was significant difference between the....
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....k guarantee protection from the resolution professional, we request you to consider our vote as a Assent on the plan and take necessary steps to effect the same. Further, we request you to ignore our vote casted through online voting portal." 13. The request of the Axis Bank was put for e-voting in the 12thCoC meeting held on 15.11.2019, which was not approved with the requisite minimum voting share of CoC. An application (MA No.3950 of 2019) filed by Axis Bank in this regard has been dismissed by this Bench by a separate order. 14. Further, the RP issued a Letter of Intent (LOI) to the Resolution Applicant. The Resolution Applicant was also requested to submit the Performance Bank Guarantee (PBG) of Rs.50 crores by 16.11.2019. 15. It is submitted by the Counsel for the RP that the Resolution Applicant has submitted the accepted LOI and the required PBG of Rs.50 crores. 16. The Resolution Professional has submitted his Form H under Regulation 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Resolution Professional has certified that the resolution plan complies with all the provisions of ....
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....Rs.) Upfront payment made (as % of admitted claims) Remarks 1 CIRP Costs NA as per Remarks column 100% CIRP Costs paid from the cash flow of the Corporate Debtor prior to unpaid CIRP costs, same can be paid in priority from the upfront amount allocated towards Financial Creditors 2 Operational Creditors Employees 122,664,742 6,000,000 4.89% Directors (Suspended) 11,054,136 - Statutory Authorities 119,917,792 5,850,000 4.88% Other Operational Creditors 246,264,634 12,000,000 4.87% 3 Financial Creditors 17,085,220,835 726,150,000 4.25% Resolution Applicant has proposed additional payouts as mentioned in Para 7.3.5.7. In addition, Financial Creditors may also realise an additional amount from Quess Corp Ltd for transfer of shareholding of the Corporate Debtor in JV to Quess Corp Ltd 4. Other Creditors JV + Outsourced Partners 1,596,781,481 - TOTAL 19,181,903,620 7....
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....nt of a liquidation of the corporate debtor under section 53; (c) provides for the management of the affairs of the Corporate debtor after approval of the resolution plan; (d) the implementation and supervision of the resolution plan; (e) does not contravene any of the provisions of the law for the time being in force; (f) conforms to such other requirements as may be specified by the Board. (3) The resolution professional shall present to the committee of creditors for its approval such resolution plans which confirm the conditions referred to in sub-section (2). (4) The committee of creditors may approve a resolution plan by a vote of not less than sixty six percent of voting share of the financial creditors. (5) The resolution applicant may attend the meeting of the committee of creditors in which the resolution plan of the applicant is considered: Provided that the resolution applicant shall not have a right to vote at the meeting of the committee of creditors unless such resolution applicant is also a financial creditor. (6) The resolution professional shall submit the resolution plan as approved by the co....
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....the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with (a) an affidavit stating that it is eligible under section 29A to submit resolution plans; (c) an undertaking by the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code. (1A) A resolution plan which does not comply with the provisions of sub-regulation (1) shall be rejected. (2) [The resolution professional shall submit to the committee all resolution plans which comply with the requirements of the Code and regulations made thereunder along with the details of following transactions, if any, observed, found or determined by him:- (a) preferential transactions under section 43; (b) undervalued transactions under section 45; (c) extortionate credit transactions under section 50; a....
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....the said reliefs and concessions prayed by the Resolution Applicant. Therefore, the resolution applicant may apply to the relevant regulatory authorities for said reliefs and concessions and the relevant authorities may consider it as per relevant applicable laws. 31. The Resolution Applicant, on taking control of the Corporate Debtor, shall ensure compliance under all applicable laws for the time being in force. 32. It is made clear that the resolution applicant shall takeover the Corporate Debtor with all its assets and liabilities as per terms of the approved Resolution Plan. 33. The Resolution Applicant shall obtain the necessary approval required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later. 34. Given the above observations, we approve the resolution plan with modifications, as mentioned above, which shall be binding on the Corporate Debtor and its employees, members, creditors, guarantors, Resolution Applicant and other stakeholders involved in the resolution plan. 35. The resolution professional shall forward all records relating to the conduct of the....