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TMI Blog2019 (11) TMI 1593X X X X Extracts X X X X X X X X Extracts X X X X ..... om the statutory dues of the Central Board of Direct Taxes (CBDT) and under the Stamps Act, from the levy of stamp duty and fees applicable in relation to this plan and its implementation - The relief sought is hereby allowed by this Bench in view of the judgement of the respected Coordinate Bench at Chandigarh and Chennai in the matter of State Bank of India V. MOR Farms Private Limited [ 2018 (6) TMI 1586 - NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH ] where it was held that There is no haircut for the payment obligations to the operational creditor and as they are to be paid their dues in the normal course of business. Even the past employees of the corporate debtor will continue to be engaged by the Resolution Applicant without having recourse to termination of their services and shall be paid as per the existing agreement with them. The initial amount of ₹45 lacs stands already deposited by the Resolution Applicant. The Resolution Applicant, who will step into the shoes of Corporate Debtor subsequent to approval of Resolution Plan by the Bench, shall not be held responsible for any outstanding statutory dues and other claims for the period before commencement of CIRP - The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 13 of the CIRP Regulations given as below: Particulars Admitted Claims (₹) Financial Creditors 17,28,28,11,914/- Operational Creditors (Suppliers) 7,90,16,89,100/- Operational Creditors (Workmen Employees) 1,14,95,484 Statutory Liabilities Nil Other Creditors 1,60,430/- Total 2519,61,56,928/- 6. The break up of Financial Creditors is as follows: Name of Financial Creditor Claims Admitted (₹) Voting Share (%) Duetsche Bank 1,36,66,71,090 68.76% Citi Bank N.A. India 30,29,53,159 15.59% Corporation Bank 27,77,20,676 13.51% Kotak Mahindra Bank 2,10,68,082 0.97% Bank of India 1,92,55,164 1.16% Citi Bank N.A., Tokyo - Nil Ricoh Asia Pacific Pte. Ltd. 2,09,47,39,726 Nil Ricoh Company Ltd. 13,20,04,04,017 Nil Total 17,28,28,11,914 100% 7. The claim of non-related Financial Creditors is ₹198,76,68,171 as Ricoh Asia Pacific Pte. Ltd. and Ricoh Company Ltd. are related parties. The claim of non-related Operational Creditors (other than workmen and employees) is ₹19,07,33,409/-. 8. The IRP constituted a CoC in terms of Section 18(1)(c) and 21 of the I B Code and the Report certifying constitution of the CoC was filed by the IRP before the Tribunal in terms of Regulati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the consortium of Kalpraj Dharamshi Rekha Jhunjhunwala (Successful Resolution Applicant) submitted their Resolution Plan to the RP. 20. In the 12th CoC meeting dated 30.01.2019, the CoC approved the consideration of WeP s Resolution Plan and the plan of Kalpraj Dharamshi Rekha Jhunjhunwala, both of which were received after the last date. 21. In the 13th CoC meeting dated 08.02.2019, the CoC decided not to consider the Plan of Karvy as it had not submitted the Bank Guarantee and the plan of WeP as the plan was conditional and it failed to submit a revised plan. It was further decided to put the resolution plan of Kotak and Successful Resolution Applicant to vote. 22. It is further submitted that in the 14th CoC meeting dated 11.02.2019, 30 minutes before the commencement of meeting, Kotak sends an email with certain changes in resolution plan. In view of this development, the CoC directed both the resolution applicants to submit revised plan by 12.02.2019, which was duly done by both the resolution applicants. 23. In the 15th CoC meeting dated 13.02.2019, the CoC decided to put both the resolution plans for voting. The voting was conducted from 13.02.2019 to 14.02.2019, whereby th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led with no payouts to them. (Scenario 2) 28. The Resolution Plan further proposes the delisting of the Corporate Debtor and provides that in case the public shareholders wish to exit the Corporate Debtor, the Successful Resolution Applicant shall offer an exit price of ₹50 crore to the public shareholders. Assuming all public shareholders accept this offer, the Successful Resolution Applicant shall be paying ₹52.49 crore to the public shareholders. 29. Payouts and Settlement of the Stakeholders: The below table encapsulates summary of payments under the Successful Resolution Plan, along with source of funds: Category Particulars Claim Amount Admitted (INR) Amount Proposed/ Treatment FROM UPFRONT FUND INFUSION CIRP Cost CIRP Costs 6,00,00,000 (estimated) 6,00,00,000 (estimated) Non-Related OCs and Other Creditors Non-Related Operational Creditors (other than Workmen/Employees) (A) 19,07,33,409 19,07,33,409 Workmen and Employees (B) 1,14,95,484 1,14,95,484 Other Creditors (other than FCs and OCs) (C) 1,60,430 1,60,430 Statutory Dues (D) Nil Nil TOTAL (A+B+C+D) 26,23,89,323 26,23,89,323 Related Party FC Ricoh Company Ltd., Japan 13,20,04,04,017 1,00,00,000 (for assignment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been provided to the Collateralised FC till the conclusion of the related projects or expiry of bank guarantee whichever is earlier. Once the bank guarantee expires or the corresponding project is complete, the collateral for the same shall be returned to the entity which has provided the same. It is clarified that the existing arrangement referred above does not include any charge created on the cash / cash deposits / any other assets of the Corporate Debtor after Insolvency Commencement Date and in the event any such charge has been created, it shall stand fully satisfied and discharged by virtue of the order of the NCLT approving this Resolution Plan. The Resolution Applicant shall replace the guarantee that has been provided by the Uncollateralised FC through the means of a new guarantee, to the Department of Post from a bank / financial institution acceptable to the Department of Post. This shall be done as per the timelines of the Resolution Plan given in clause 5.3 of the Resolution Plan. 30. Discretionary Payment to Ricoh Company Limited: The Resolution Applicant, at their sole discretion, intend to pay INR 50 Crore to Ricoh Company Limited at any time after the expiry of 9 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respect of its Corporate Insolvency Resolution Process. 1. INTRODUCTION OF THE RESOLUTION APPLICANT 1. Resolution Applicant 1.1 We in our capacity as investors hereby submit this comprehensive resolution plan ( Resolution Plan ) under the Insolvency and Bankruptcy Code, 2016 ( IBC ) as amended from time to time. The Resolution Applicant ( Resolution Applicant ) is defined to mean: (i) Mr. Kalpraj Dharmashi; and (ii) Mrs. Rekha Jhunjhunwala. Please note that the plan will be implemented through a SPV, BidCo which is to be formed after CoC approval of the Resolution Plan but before NCLT approval of the Resolution Plan. The shareholding of the BidCo shall be as follows: BidCo Number of Shares Share Capital (INR Cr) Shareholding % Face Value (INR) Kalpraj Dharamshi 1,60,00,000 16.00 50.00% 10.00 Rekha Jhunjhunwala 1,60,00,000 16.00 50.00% 10.00 Total 3,20,00,000 32.00 100.00% The Directors of the BidCo shall be as follows: Name of the Director Designation DIN Kalpraj Dharamshi Director 00056433 Rekha Jhunjhunwala Director 01226765 1.2 Brief profile of Mr. Kalpraj Dharmashi Mr. Kalpraj Dharamshi has completed his graduation in commerce from the University of Mumbai and his Intermediate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... net worth Mrs. Jhunjhunwala has made some very successful investments in her career including Delta Corp (5x returns), Escorts Ltd (6x returns), Geojit Financial (11x returns), Lupin (4x returns) for periods ranging from five to ten years. Apart from that she is on board of companies such as OHM Educomp Foundation Private Limited and Jalaram Baba Children s Nest Education Private Limited, which has around 200 hundred employees. Mrs. Jhunjhunwala owns 18 percent stake in Pegasus Assets Reconstruction Private Limited, a private sector Asset Reconstruction Company (ARC) registered with Reserve Bank of India. It has acquired dues of over INR 7,500 Cr. (Indian Rupees Seventy Five Hundred Crores Only) of distressed loans / non-performing loans transactions from more than 50 banks and financial institutions till FY2018. As of March 31, 2018, the net worth of Mrs. Jhunjhunwala was INR 1,545 Cr. (Indian Rupees One Thousand Five Hundred Forty Five Crores Only). DEFINITIONS AND INTERPRETATION Unless otherwise defined in this Resolution Plan, the following capitalized terms shall have the following meanings, unless repugnant to the subject, matter or context thereof: Definitions/ Abbreviation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n accordance with the provisions of the Code CoC Approval shall mean the approval of the Resolution Plan by the Committee of Creditors of the Corporate Debtor Companies Act shall mean the Companies Act, 2013 as amended from time to time and all rules, regulations, notifications and circulars issued pursuant thereto from time to time Code or IBC shall mean the Insolvency and Bankruptcy Code, 2016 as amended from time to time Corporate Debtor or Company or Ricoh India shall mean Ricoh India Limited Consolidation of Share Capital shall have the meaning as prescribed in clause 5.2.3 Cancellation of Shares shall have the meaning as prescribed in clause 5.2.2 Debt shall mean as to any Person, any indebtedness for or in respect of (without limitation) any moneys borrowed, any amounts admitted (in writing including in the books) to be owed and due, any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent, any amount raised pursuant to issue of bonds, notes, debentures, loan stock or any similar instrument, any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erational Debt shall mean the amount owed to Operational Creditors; Person shall mean an individual, a partnership firm, an association, a corporation, a limited company, a trust, a body corporate, bank or financial institution or any other body, whether incorporated or not; Public Shareholders shall mean shareholders of the Corporate Debtor as on Insolvency Commencement Date (excluding NRG and RCL); Reconstitution of Capital shall mean Reduction in Share Capital and Consolidation of Share Capital have the meaning as prescribed in Clause 5.2.3; Reduction in Share Capital shall have the meaning as prescribed in Clause 5.2.3; Reconstituted Board of Directors shall have the meaning as prescribed in Clause 7.3.1; Related Party Creditor shall mean the related party creditors of Ricoh India Limited as mentioned in the List of Creditors; Related Party FC shall have the meaning as prescribed in Clause 4.2; Collateralised FC shall have the meaning as prescribed in Clause 4.2; Non-collateralised FC shall have the meaning as prescribed in Clause 4.2; Related Party OC shall have the meaning as prescribed in Clause 4.3; Non-Related Party OC shall have the meaning as prescribed in Clause 4.3; RO ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng and production printing ( RIL Printing Business ). The products sold are sourced from Ricoh group entities overseas and then sold in India either directly to the end customer or to distributors. 2.2.2 The ITS business pertains to information technology projects that involve installation of hardware followed by an operations and maintenance phase ( RIL ITS Business ). This business deals primarily with government sector clients and public enterprises. 2.3 The Corporate Debtor has recorded a turnover of INR 689 Cr. (Indian Rupees Six Hundred Eighty Nine Crores Only) during financial year 2017-18. 2.4 The Corporate Debtor is listed on the Bombay Stock Exchange. However, trading of the stock has been suspended by the stock exchange since December 2016. The corporate identification number of the Corporate Debtor is L74940MH1993PLC074694 and registered office is located at 1132, 3rd Floor, 11 Solitaire Corporate Park Andheri Ghatkopar Link Road, Chakala, Andheri (E), Mumbai City MH 400093 IN. 2.5 The Corporate Debtor had approached SEBI to look into the affairs of the Company and take legal action. The subsequent report of SEBI after the detailed investigation substantiated the irregu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Applicant shall honour the existing arrangement by continuing with the cash or fixed deposit collateral that has been provided to the Collateralised FC till the conclusion of the related projects or expiry of bank guarantee whichever is earlier. Once the bank guarantee expires or the corresponding project is complete, the collateral for the same shall be returned to the entity which has provided the same. It is clarified that the existing arrangement referred above does not include any charge created on the cash / cash deposits / any other assets of the Corporate Debtor after Insolvency Commencement Date and in the event any such charge has been created, it shall stand fully satisfied and discharged by virtue of the order of the NCLT approving this Resolution Plan. The Resolution Applicant shall replace the guarantee that has been provided by the Uncollateralised FC through the means of a new guarantee, to the Department of Post from a bank / financial institution acceptable to the Department of Post. This shall be done as per the timelines of the Resolution Plan given in clause 5.3. We understand that replacing the guarantee given to the Department of Post involves co-ordination a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ount Admitted (INR) Related Party OC Ricoh Company Ltd., Japan 2,60,95,176 Ricoh Asia Pacific Operations Ltd, Hong Kong 7,66,00,83,908 Ricoh Asia Pacific Pte Ltd, Singapore 1,05,91,830 Ricoh Australia Pty Ltd 7,19,732 Ricoh Europe PLC 1,34,65,045 Non-Related Party OC Other Non-Related Party Operational Creditors of Ricoh India Limited 19,07,33,409 Total 7,90,16,89,100 As a part of the Resolution Plan, the Resolution Applicant shall pay in full i.e. INR 19.07 Cr. (Indian Rupees Nineteen Crores and Seven Lakhs Only) to the Non-Related Party OC, as a full and final settlement towards their claims. The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. For settlement / payment of Related Party OC, please refer clause 4.2 above. The Resolution Applicants, at their sole discretion, intend to pay INR 150 Cr. (Indian Rupees One Hundred and Fifty Crore Only) to RCL at any time after the expiry of 9 years from the Transfer Date to obtain operational support necessary to run the business. 3.4 Treatment of Workmen and Employees Dues As per the List of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. 3.7 Treatment of Existing Shareholders The share capital of the Corporate Debtor shall be reorganised as a part of the implementation. Please refer clause 5.2 for details. 3.8 Summary of key payments Amount Details Amount Upfront Cash Recovery Payment of unpaid CIRP cost as intimated by the RP As per actuals Payment to Related Party FC and Related Party OC INR 1.00 Cr. Payment to Workmen Employees INR 1.15 Cr. Payment to Non-Related Party OC INR 19.07 Cr. Payment to Other Creditors INR 0.02 Cr. Total INR 21.24 Cr. Fresh Equity for improving business operations Through merger (share capital of BidCo) INR 32.00 Cr. Through unsecured optionally convertible debentures (as per terms set out in clause 5.2.5) INR 21.00 Cr. Replacement of Deutsche Bank guarantee (without blocking funds of the Corporate Debtor) yielding same results as infusing additional equity INR 136.67 Cr. Replacement of guarantees of Collateralised FC as per clause 4.2 leading to lenders not continuing with company INR 62.10 Cr. Total INR 251.77 Cr. Payment to shareholders Potential upfront payout to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e understand that the NRG Group infused an amount of ~INR 1,123 Cr. in the Corporate Debtor at a time when the Company was dealing with financial stress due to irregularities in the operations, with a view to revive business operations. Unfortunately the revival attempts could not fructify leading the Corporate Debtor to file for Insolvency. In recognition of the same, as a goodwill gesture, we would like to buy the shares of NRG and RCL for a token consideration of INR 0.85 per share, as detailed below, instead of outright extinguishment without consideration. For the purposes of this Resolution Plan, the Resolution Applicant has assumed that the shares of the Corporate Debtor held by NRG and RCL are free from all Encumbrances. Shareholders Number of Shares Payment (INR Cr.) Price per share (INR) Ricoh Company Ltd. 1,83,10,578 1.56 0.85 NRG Group Limited 1,09,59,792 0.93 0.85 Total 2,92,70,370 2.49 We however understand that NRG Group and / or RCL may or may not accept the terms of our offer. Hence in the interest of clarity, we are laying out the mechanism that will be used to implement the Resolution Plan in either scenario. If NRG and RCL fail to transfer their shares to the Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0% 4.00 Total 3,97,68,161 15.91 100.00% Upon Reduction in Share Capital, the shares shall be immediately consolidated into equity shares with face value INR 10.00 each ( Consolidation of Share Capital ). Any fractional entitlements of equity shares resulting from such consolidation shall be rounded off to the nearest whole integer. Indicative table below, assuming no rounding up is required on account fractional entitlement. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Resolution Applicant 1,17,08,148 11.71 73.60% 10.00 Transferred from NRG 43,83,917 4.38 27.56% 10.00 Transferred from RCL 73,24,231 7.32 46.04% 10.00 Public Shareholders 41,99,116 4.20 26.40% 10.00 Total 1,59,07,264 15.91 100.00% b) Scenario B After the cancellation of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Ricoh Company Ltd. - - - - NRG Group Limited - - - - Public Shareholders 1,04,97,791 10.50 100.00% 10.00 Total 1,04,97,791 10.50 100.00% The share capital of the Corporate Debtor shall be reconstituted as follows. The share capital of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d to be in accordance with and constitute compliance with any and all provisions of Applicable Law that would have otherwise applied to a similar reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder. In the event of any delay in the implementation of the Reconstitution of Share Capital (for any approval / consent or otherwise), the Resolution Applicant shall have the right to implement the Reconstitution of Share Capital immediately once such approval / consent is in place. 4.2.4 Merger of BidCo and Corporate Debtor The BidCo shall be merged into the Corporate Debtor (by means of a reverse merger and consequently, all the assets and liabilities of the Corporate Debtor would be accounted on fair value basis under IndAS 103). The appointed date for the Merger shall be NCLT Approval Date. a) Scenario A Shares of the Corporate Debtor shall be issued to the Resolution Applicant (shareholders of the BidCo) in a swap ratio of 1:1 resulting in the Resolution Applicant owning ~91% of the shares of the Corporate Debtor. The Resolution Applicant shall have the right (but no obligation) to revise the swap ratio in s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ations, 2009, as amended from time to time, read together with the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2018 issued by the SEBI on May 31, 2018 ( Delisting Regulations ): a) Corporate Debtor shall, as per timelines defined in clause 5.3, intimate the concerned stock exchange to delist its shares from the recognised stock exchange. b) The intimation shall be accompanied by a copy of the Resolution Plan as approved by the NCLT. c) Since the admitted dues of the Corporate Debtor are ~ INR 2,520 Cr. (Indian Rupees Two Thousand Five Hundred and Twenty Crore Only), we understand that the liquidation value due to equity holders is expected to be NIL and hence the Resolution Applicant is not liable to pay exit price to the Public Shareholders as a part of the delisting process. Nonetheless, the Resolution Applicant shall offer an exit price of INR 50 per share to the Public Shareholders. 4.3 Implementation Schedule Following steps shall take place in the order of sequence (except otherwise mentioned in any step for any part of the step) mentioned below on the NCLT Approval Date and as an integral part of the Resolution Plan. It is pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ice to Public Shareholders X+24 16. Corporate Debtor to submit an application to relevant exchange for delisting X+24 4.4 Supervision of the Resolution Plan from the NCLT Approval Date till the Transfer Date: 4.4.1 On and from the NCLT Approval Date and until the Transfer Date, a Monitoring Committee, ( Monitoring Committee ) shall be appointed for the Corporate Debtor. The Monitoring Committee shall be in the form of a committee comprising of three (3) members, being one (1) nominated by the Resolution Applicant, one(1) nominated by the CoC and the Mr. Krishna Chamadia. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall be required and entitled to do all such acts, deeds, matter and things as may be necessary, desirable or expedient in order to implement and give effect to this Resolution Plan and shall act under the supervision of the NCLT. The day to day functioning of the Corporate Debtor shall be monitored, controlled and managed by the Monitoring Committee. The Monitoring Committee shall have the same functions, powers and protections as ascribed to the Resolution Professional under the IBC. Until the Transfer Date, the CoC shall cont ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Business. 4.4.7 The existing Board of Directors of the Corporate Debtor shall continue to be suspended together with their powers, which shall be carried out by the Monitoring Committee from the NCLT Approval Date till the Transfer Date. However, if this is not permitted for any reason, then the board of directors of the Corporate Debtor shall be re-constituted on the NCLT Approval Date by the Monitoring Committee (who shall nominate the members as directors of the Corporate Debtor) and shall remain in force till the Transfer Date. On and from the Transfer Date, the Reconstituted Board of the Corporate Debtor shall take over the control and management of the Corporate Debtor and the existing board of Directors shall be deemed to have resigned as directors from the Board of the Corporate Debtor. From the NCLT Approval Date till the Transfer Date, any and all decisions which could otherwise have been taken by the existing Board of the Corporate Debtor shall be taken by the Monitoring Committee and that the existing Board of the Corporate Debtor's shall have no authority whatsoever to conduct the business of the Corporate Debtor. Any decisions taken by the existing Board of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... course of business. On and from the Transfer Date, the Reconstituted Board of the Corporate Debtor shall take over the complete management control of the Corporate Debtor and the Monitoring Committee shall stand automatically dissolved. 5. GUARANTEES 5.1 Submission of Cash Earnest Money Deposit ( Cash EMD ) The Resolution Applicant has transferred an amount of INR 10 Cr. (Indian Rupees Ten Crores Only) by way of RTGS Funds Transfer (with UTR number HDFCR52019012862295505) to the bank account of the Corporate Debtor on January 28, 2019. 5.2 Submission of Performance Bank Guarantee In the event this Resolution Plan is approved by the CoC, the Resolution Applicant would if required submit a performance bank guarantee or cash deposit for an amount of INR 30 Cr. (Indian Rupees Thirty Crores Only) ( Performance Bank Guarantee or Cash PG ).If the Cash EMD has not been returned to the Resolution Applicant at the time of submission of Performance Bank Guarantee or Cash PG, the amount of the Performance Bank Guarantee or Cash PG shall be INR 20 Cr. (Indian Rupees Twenty Crore Only) 6. MANAGEMENT AND CONTROL OF AFFAIRS OF THE CORPORATE DEBTOR 6.1 From the date of CoC Approval Date up to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ocuments of the Corporate Debtor 6.4.1 The Resolution Applicant reserves the right to make necessary amendments to the Constitutional Documents of the Corporate Debtor to align these constitutional documents in accordance with the business / operational requirements. It is clarified that the approval of the NCLT and the Committee of Creditors, shall be deemed to be their consent/approval also to the amendment of the Memorandum of Association and Articles of Association of the Corporate Debtor and no approval or consent shall be necessary from any other Person/ Authority in relation to any of the actions listed in this plan or under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law for purposes for consummating the actions listed in this plan. 6.5 Change in name of the Corporate Debtor 6.5.1 The name of the Corporate Debtor will be changed to another name as may be approved by the Registrar of Companies. In terms of the circular (ref IBC/01/2017) dated 25 October 2017 issued by the Ministry of Corporate Affairs, the approval of the NCLT shall constitute adequate approval for change of name of the Company by the Resolution Applicants in acc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lity on prices and make our procurement process more efficient. It is clarified that an entry into long term distribution agreement with Ricoh Company Ltd. shall not be the condition precedent for implementation of this Resolution Plan. 7.7.2 In the meanwhile, we shall focus on procuring products on an arm s length basis from Ricoh overseas entities or other overseas distributors of Ricoh. 7.7.3 We also intend to explore tie ups/ arrangement with other market participants which may include distributors of Ricoh. 7.7.4 Further, we understand that the majority of the projects of the ITS Business are currently in the phase of operations and maintenance and hence our focus will be to ensure that the operations continue to run without interruption. While we understand that the current team of RIL employees overseeing these projects are equipped to continue this process, we reserve the right to bring in experts / consultants as full time employees, contractual employees or advisors to help streamline processes and execute the projects in a more efficient manner. 7.8 We reserve the right to make changes in the management teams including the senior management to keeping the operational via ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Corporate Debtor to the Resolution Professional and all of them are fully covered hereto are true, correct, complete, accurate and not misleading in any respect, and there are no other claims or any other Financial Debt of the Corporate Debtor apart from what is stated hereto. (b) All the claims of the Operational Creditors duly claimed and admitted by the Resolution Professional and approved by the CoC are true, correct, complete, accurate and not misleading in any respect, and there are no other claims or any other Operational Debt of the Corporate Debtor apart from what is stated hereto. (c) After commencement of CIRP, the Resolution Professional has paid all the liabilities, obligations and Statutory Dues of the Corporate Debtor as applicable for the CIRP Period except to the extent it forms part of the outstanding CIRP Cost. 8.4 Survival and Severability 8.4.1 Every provision contained in this Resolution Plan shall be severable and distinct from every other such provision and if at any time any one or more of such provisions is or becomes invalid, illegal or unenforceable in any respect under any Applicable Law, the validity, legality and enforceability of the remaining provis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tation of any provision of this Resolution Plan or otherwise, the Resolution Applicant shall be entitled to make necessary applications to the NCLT to remove such difficulty or ambiguity without the requirement of any further approval of the CoC or any Financial Creditors. 8.7 Declaration for compliance with the Applicable Law As per the requirement of Section 30(2) (e) of the IBC, the Resolution Applicant hereby declare that this Resolution Plan is not in contravention of the provisions of any Applicable Laws. 9. EFFECT OF THE RESOLUTION PLAN 9.1 In terms of Section 31(1) of the IBC, this Resolution Plan shall be binding on the Corporate Debtor and its employees, members, creditors, guarantors and other stakeholders including the tax authorities, stamp duty authorities, any other Governmental Authorities on and from the NCLT Approval Date. 9.2 Upon approval of this Resolution Plan by the NCLT, the following settlements shall be deemed to have been approved by the NCLT and be binding on all stakeholders of the Corporate Debtor including its employees, shareholders, members, creditors, guarantors, tax authorities, stamp duty authorities and any other Governmental Authorities: (a) Wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... luding without limitation, the direct or indirect Tax liabilities and any liabilities in relation to any consent, privilege, entitlement, exemption, benefit, licence, approval, permit, registration, ruling, exemption, no objection certificate or other authorisation or permission granted to the Corporate Debtor or in relation to the Corporate Debtor, whether or not such consent, privilege, entitlement, exemption, benefit, licence, approval, permit, registration, ruling, exemption, no objection certificate or other authorisation or permission is subsisting, lapsed or expired), 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 financial statements of the Corporate Debtor or the list of Operational Creditors, in relation to any period prior to the NCLT Approval Date will be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation theret ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me for recovery of such amounts claimed; (e) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, any invocation or appropriation or other enforcement action or Proceedings (initiated before any forum) and all liabilities, obligations including payment obligations of the Corporate Debtor arising out of all inquiries, investigations, whether civil or criminal, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative or other Proceedings by any Person against, or in relation to, or in connection with the Corporate Debtor, pending or threatened, present or future, in relation to any period prior to the NCLT Approval Date, whether or not set out in the financial statements of the Corporate Debtor, will be deemed to have been permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. (f) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hall be entitled to review, revisit and modify all existing contracts entered into by the Corporate Debtor prior to the NCLT Approval Date, including the contracts which are entered into with related parties of the Corporate Debtor the Corporate Debtor shall have no liability or obligation to pay the relevant counterparty to such contracts any sums payable for period prior to the NCLT Approval Date, nor shall the Corporate Debtor or the Resolution Applicant be liable to pay damages to the relevant counterparty and prior approval of the counterparties of any contract, agreement, shall not be required to be obtained for change in control / ownership / constitution of the Corporate Debtor pursuant to the terms of this Resolution Plan and all claims (whether pending, contingent or otherwise) made against the Corporate Debtor by the counterparties to such contracts / arrangements / purchase orders / work orders in relation to period up to the NCLT Approval Date shall stand settled and/or extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Debtor shall stand increased to INR 100 Cr. (Indian Rupees Hundred Crore Only) i.e. authorised shares of 10 Cr. (Ten Crores Only) with face value of INR 10 (or any amount as may be required by the Resolution Applicant) and the capital clause of the memorandum of association of the Corporate Debtor shall stand accordingly amended. 10. RELIEFS AND CONCESSIONS For effective implementation of this Resolution Plan for the benefit of all stakeholders of the Corporate Debtor, the Hon ble NCLT is humbly requested to kindly consider and grant the following reliefs and concessions: 10.1 that the Hon ble NCLT be pleased to give or issue necessary directions, instructions to the Central Board of Direct Taxation ( CBDT ), Central Board of Indirect Taxes, Customs, Value Added Tax authorities, State Governments Tax authorities to grant the reliefs/exemptions/waivers from applicability of sections 79, 170 and 281 of the Income-tax Act, 1961, for the purposes of implementation of this Resolution Plan; 10.2 that the Hon ble NCLT be pleased to give or issue necessary directions, instructions to the CBDT, Central Board of Indirect Taxes, Customs, and Value Added Tax authorities to exempt income/gain ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with; 10.3.2 that the Reconstitution of Share Capital set out in the Resolution Plan is approved and implemented pursuant to the provisions of the IBC, specifically, Regulation 37 of the CIRP Regulations read with Section 31 of the IBC. The compliance with the provisions of the Resolution Plan and the Scheme of Arrangement shall be deemed to be in accordance with and constitute compliance with any and all provisions of law that would have otherwise applied to a similar merger or reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder; and 10.3.3 that the approval of the Hon ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for issuance of Equity Shares and OCDs by the Corporate Debtor to the Resolution Applicant, merger of BidCo with the Corporate Debtor pursuant to the Resolution Plan, in accordance with all provisions of Applicable Law. Accordingly, no further actions and requirements (including procedural requirements for issuance of equity shares and OCDs prescribed und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Creation Date of Modification Date of Satisfaction Amount (INR Cr) Address Y10259346 90159576 THE FUJI BANK LTD. 09/12/1996 20/03/1997 - 9 MAKER CHAMBERS III, JAMNALAL BAJAJ MARG, NARIMAN POINT, MUMBAI 400001 Y10259327 90159557 MIZUHO CORPORATE BANK LIMITED 13/09/1996 29/11/2006 - 18 MAKER CHAMBERS III, 1ST FLOOR, JAMNALAL BAJAJ ROAD, NARIMAN POINT, MUMBAI 400021 Y10256174 90156404 THE SIAM COMMERCIAL BANK 02/09/1996 - - 6 P. C. L. 86, 8TH FLOOR, 220 NARIMAN POINT, MUMBAI 400021 Y10259324 90159554 THE SIOM COMMERCIAL BANK 02/09/1996 26/08/1997 - 6 PCL. MAKER CHAMBER VI, NARIMAN POINT, MUMBAI 400021 Y10259301 90159531 THE SIAM COMMERCIAL BANK 02/06/1996 02/09/1996 - 6 PCL. MAKER CHAMBER VI, NARIMAN POINT, MUMBAI 400021 Y10259277 90159507 SOCIETE GENERALE 09/02/1996 - - 2 MAKER CHAMBER IV, NARIMAN POINT, MUMBAI 400021 Y10255708 90155938 CREDIT LYONNAIS 05/07/1994 - - 4 SCINDIA HOUSE, NAROTTAM MORARJES MARG, MUMBAI 400038 Total 51 34. It is further stated that on 16.02.2019 there was an addendum to the Resolution Plan which was accepted by the CoC. The addendum Resolution Plan is incorporated herein: DATED FEBRUARY 16, 2019 ADDENDUM TO RESOLUTION PLAN FOR RICOH INDIA LIMITED SUBMIT ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y, by NCLT in its said order along with the scheme of merger of Corporate Debtor X 20. Monitoring Committee to take over control X 21. Corporate Debtor to inform to stock exchange regarding NCLT Order and proposed delisting plans and issue of new shares by Corporate Debtor (via reverse merger) X+1 22. Resolution Applicants to provide exit option letters to existing Public Shareholders as part of the delisting process as per clause 5.2.6 X+5 23. Deemed transfer or cancellation of NRG and Ricoh shares as per clause 5.2.2 X+5 24. Deemed assignment of claims or write up of claims of Related Party FC and Related Party OC as per clause 4.2 X+20 25. Corporate Debtor to issue OCDs to Resolution Applicant as per clause 5.2.5 X+20 26. Reconstitution of Share Capital of Corporate Debtor as per clause 5.2.3 and increase in authorized share capital X+20 27. Actions in relation to merger of BidCo with the Corporate Debtor (including issuance of equity to Resolution Applicants as per clause 5.2.4) X+20 28. Corporate Debtor to undertake following: X+20 f) Settlement of / Payment of CIRP dues as per clause 4.1 g) Settlement of / Payment to workmen employee as per clause 4.4 h) Settlement of / Payme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as on the date of approval of the Resolution Plan. The exemption is also sought from the statutory dues of the Central Board of Direct Taxes (CBDT) and under the Stamps Act, from the levy of stamp duty and fees applicable in relation to this plan and its implementation. 38. The relief sought is hereby allowed by this Bench in view of the judgement of the respected Coordinate Bench at Chandigarh and Chennai in the matter of State Bank of India V. MOR Farms Private Limited [CA No. 71/2018 171/2018 in CP (IB) No. 51/Chd/Hry/2017], order dated 15.06.2018 and SKR Wind Energy LLP v. Subburaj Spinning Mills Private Limited [MA/31/IB/2019 filed in CP/655/IB/2017], order dated 12.03.2019. The relevant portion of the judgement of Chandigarh Bench is reproduced below for ready reference: 32. Before parting with this order, it is necessary to deal with the conditions laid down by the Resolution Applicant in the Resolution Plan, which were discussed by the CoC. One of the prayers made by the Resolution Applicant is seeking waivers of liability from any taxation dues for the previous periods which may arise in future and to exempt the Resolution Applicant from the pending export obligations in l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Operational Creditors and Financial creditors except those in whose favour the provision is made in the Resolution Plan would not get anything in the event of liquidation of the Corporate Debtor, as per the waterfall mechanism provided under Section 53 of the I B Code, 2016. Moreover, this is with a view to implement the Resolution Plan successfully as approved by the CoC. 39. The Resolution Applicant, who will step into the shoes of Corporate Debtor subsequent to approval of Resolution Plan by the Bench, shall not be held responsible for any outstanding statutory dues and other claims for the period before commencement of CIRP. 40. 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 part ..... X X X X Extracts X X X X X X X X Extracts X X X X
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