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2020 (2) TMI 477 - Tri - Insolvency and BankruptcyApproval of Resolution Plan - section 31(1) of I B Code - HELD THAT - The Resolution Plan in hand satisfies the minimum threshold of approval by 66% majority of the Coc. Hence, as per the Coc, the plan stands the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench - It is observed by this Bench that since this Resolution Plan is approved and Order is pronounced, the issue regarding the validity of the Plan for a period of 12 months from the submission date becomes redundant. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect and the Moratorium imposed under section 14 shall cease to have any effect henceforth. The Resolution Professional shall submit the records collected during the commencement of the Proceedings to the Insolvency Bankruptcy Board of India for their record and also return to the Resolution Applicant or New Promoters. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. That liberty is hereby granted for moving any Miscellaneous Application if required in connection with implementation of this Resolution Plan. In respect of stepping by the 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, Mumbai.
Issues Involved:
1. Approval of Resolution Plan under Section 30(6) of the Insolvency & Bankruptcy Code, 2016. 2. Admission of Petition under Section 7 of the Insolvency & Bankruptcy Code, 2016. 3. Replacement of Interim Resolution Professional. 4. Extension of Corporate Insolvency Resolution Process (CIRP) Period. 5. Evaluation and Approval of Resolution Plans by the Committee of Creditors (CoC). 6. Compliance with Section 29A of the Insolvency & Bankruptcy Code. 7. Distribution of Payments under the Approved Resolution Plan. 8. Merger of the Corporate Debtor with the Resolution Applicant. 9. Rights and Obligations of Stakeholders Post-Approval of the Resolution Plan. 10. Implementation and Supervision of the Resolution Plan. 11. Reliefs and Concessions Sought by the Resolution Applicant. Detailed Analysis: 1. Approval of Resolution Plan under Section 30(6) of the Insolvency & Bankruptcy Code, 2016: The Learned Resolution Professional moved an application invoking Section 30(6) of the Insolvency & Bankruptcy Code, 2016, for approval of a Resolution Plan. The Tribunal passed an order under Section 31(1) of the Code upon receiving the application and the Resolution Plan. 2. Admission of Petition under Section 7 of the Insolvency & Bankruptcy Code, 2016: The Applicant, Libord Securities Ltd, filed a petition against the Corporate Debtor, Noble Explochem Ltd, under Section 7 of the Code. The petition was admitted on 14.05.2018, and Mr. Manoj Sehgal was appointed as the Interim Resolution Professional (IRP). 3. Replacement of Interim Resolution Professional: Mr. Manoj Sehgal was replaced by Ms. Prajakta Menezes as the Resolution Professional (RP) of the Corporate Debtor, confirmed in the Second CoC meeting dated 01.03.2019. 4. Extension of Corporate Insolvency Resolution Process (CIRP) Period: The RP sought an extension of the CIRP period, which was granted by the Tribunal, extending the CIRP period to expire on 15.10.2019. 5. Evaluation and Approval of Resolution Plans by the Committee of Creditors (CoC): The CoC approved the process memorandum in its 5th meeting. Resolution Plans were received from four applicants. In the 8th CoC meeting, only IPCA Laboratories Ltd submitted the revised Resolution Plan. In the 9th CoC meeting, revised plans were submitted by IPCA and Solar Industries India Ltd. In the 10th CoC meeting, the Resolution Plan of IPCA was approved by 100% voting rights. 6. Compliance with Section 29A of the Insolvency & Bankruptcy Code: The successful Resolution Applicant, IPCA, submitted a certificate of eligibility under Section 29A of the Code. The RP confirmed that the Resolution Plan met all requirements of the IBC and Regulations thereunder. 7. Distribution of Payments under the Approved Resolution Plan: The Resolution Plan provided for payments to various stakeholders: - Financial Creditors (Unrelated Party): ?5,307 Lakhs (54% of admitted claims) - Financial Creditors (Related Party): ?423.49 Lakhs (54% of admitted claims) - Workmen and Employees: ?832.77 Lakhs (54% of admitted claims) - Operational Creditors: ?126.74 Lakhs (9% of admitted claims) - Insolvency Resolution Process Cost: ?210 Lakhs (or actuals) 8. Merger of the Corporate Debtor with the Resolution Applicant: The Resolution Plan proposed the merger of Noble Explochem Ltd with IPCA Laboratories Ltd. The entire existing share capital of the Corporate Debtor was to be reduced and canceled without any consideration to the existing shareholders. 9. Rights and Obligations of Stakeholders Post-Approval of the Resolution Plan: Upon approval, all inquiries, investigations, and proceedings against the Corporate Debtor stood withdrawn or dismissed. All liabilities or obligations in relation thereto were deemed permanently extinguished. 10. Implementation and Supervision of the Resolution Plan: The Monitoring Agency, consisting of the RP, one CoC member, and one nominee of the Resolution Applicant, was to manage the Corporate Debtor during the Interim Period. The RP was directed to hand over all records and premises to the Resolution Applicant. 11. Reliefs and Concessions Sought by the Resolution Applicant: The Resolution Applicant sought various reliefs and concessions, including exemptions from taxes and stamp duty, continuation of licenses and approvals, and immunity from actions and penalties under any laws for non-compliance existing as on the Insolvency Commencement Date. Conclusion: The Tribunal approved the Resolution Plan submitted by IPCA Laboratories Ltd, which included provisions for payments to various stakeholders, merger of the Corporate Debtor with the Resolution Applicant, and various reliefs and concessions. The Resolution Plan was deemed to comply with all requirements of the Insolvency & Bankruptcy Code, 2016, and was binding on all stakeholders. The "Moratorium" imposed under Section 14 ceased to have any effect, and the RP was directed to hand over all records to the Resolution Applicant.
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