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TMI Blog2020 (3) TMI 1320X X X X Extracts X X X X X X X X Extracts X X X X ..... f payment offered by the respective proponents in their respective schemes to the different stake holders are almost on an even keel save some differences here and there. The financial capability and wherewithal to execute the respective schemes if either one is chosen, is also exhibited by both the scheme proponents as evident from the earlier paragraphs. Both the scheme proponents also belong to the industry as to the one being carried by the company in liquidation. Thus a piquant situation arises. Thus armed with the wisdom gleaned from the precedents as cited above as well as a somewhat elaborate discussion which necessitates this Tribunal to address a problem which has been put in its lap for which a dynamic solution is required to be found without being too analytical and at the same time without losing track in any way the objectives of the Code for which it was framed including for the resolution of insolvency and re- organisation which includes within its ambit revival and restructuring within a speedier time frame for maximization of value of its assets of the company in liquidation. Let the scheme approved based on the voting method be placed before this Tribunal f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of no resolution plan(s) was approved by the committee of creditors (CoC) constituted by the interim resolution professional/resolution professional (IRP/RP) and in the circumstances an order of liquidation came to be passed by this Bench of the Tribunal on April 24, 2018 whereby the applicant herein came to be appointed as the liquidator. 2. Aggrieved by the said order of liquidation dated April 24, 2018 appeals were filed before the hon'ble National Company Law Appellate Tribunal by a promoter of the corporate debtor presently in liquidation, in Company Appeal (AT) (Insolvency) No. 224 of 2018 and by one of the financial creditors of the corporate debtor who happened to be one of the unsuccessful resolution applicant in Company Appeal (AT) (Insolvency) No. 286 of 2018 and both the above said appeals came to be disposed by a common order dated February 27, 2019-(Y. Shivram Prasad v. S. Dhanapal [2019] 214 Comp Cas 83 (NCLAT)). 3. While disposing of the appeals, the hon'ble National Company Law Appellate Tribunal after elaborate consideration of the erstwhile provisions of section 391 of the Companies Act, 1956 as well as the present section 230 of the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... peal dated February 27, 2019 as follows (page 94 of 214 Comp Cas) : During proceeding under section 230, if any, objection is raised, it is open to the Adjudicating Authority (National Company Law Tri bunal) which has power to pass order under section 230 to overrule the objections, if the arrangement and scheme is beneficial for revival of the 'corporate debtor' (company). While passing such order, the Adjudicating Authority is to play dual role, one as the Adjudicating Authority in the matter of liquidation and other as a Tribunal for passing order under section 230 of the Companies Act, 2013. As the liquidation so taken up under the 'I and B Code', the arrangement of scheme should be in consonance with the statement and object of the 'I and B Code'. Meaning thereby, the scheme must ensure maximisation of the assets of the 'corporate debtor' and balance the stake holders such as, the 'financial creditors', 'operational creditors', 'secured creditors' and 'unsecured creditors' without any discrimination. Before approval of an arrangement or scheme, the Adjudicating Authority (National Company Law Tribunal) sho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of obtaining two schemes pursuant to paper publications, the liquidator had sought for directions of this Tribunal in M. A. No. 678 of 2019 to constitute a committee of creditors (CoC) and for placing the said two schemes before the CoC for the purpose of ascertaining their opinion as to its viability, feasibility and having appropriate financial matrix for the revival of the corporate debtor in liquidation. 6. Directions as sought for, it is averred, was issued by this Bench on July 31, 2019 and consequently on CoC being constituted, the liquidator intimated the members of the CoC in relation to a meeting proposed to be held on August 19, 2019, inter alia, to discuss about the liquidation costs reserved in the respective schemes and of the opinion of the CoC in relation to the schemes of arrangement or compromise proposed by the proponents in relation to its viability, feasibility and having appropriate financial matrix as ordered by this Tribunal. 7. After receiving the opinions of the individual members of the CoC in relation to the schemes prior to the meeting and also circulating it, the CoC it is stated by the applicant/liquidator had expressed its opinion fav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r enters into a compromise or an arrangement with its secured creditors. Unsecured creditors and the members/ equity shareholders, separately so as to deal with the twin causes/ consequences of the insolvency of the company/corporate debtor, namely, the excessive and expensive debt burden and accumulated losses and eroded equity capital are addressed. (c) This composite scheme, proposes a comprehensive total scheme settlement amount taking care of the interest of all stake holders of the corporate debtor, including employees. (d) This composite scheme, considers the overall interests of quick revival of the unit and also considering the huge funds that needs to be brought in for refurbishment/restart of SPL's plant, hereby pro poses a one-time settlement and seeks full waiver of the interest due till date and remaining unpaid. (e) The scheme A mentions the following table under its composite scheme providing the details of the mode of discharge of accepted financial/secured creditors claims and the proposed arrangement/ compromise with them : (Rs. lakhs) Secured creditor Claim admitted and proportion to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pproving the arrangement scheme. (e) The scheme B envisage issue of shares for the funds infused in the form of capital and the balance amount infused by the SPM as a part of the arrangement scheme will be treated as secured/unsecured loans. Apart from this the SPM will be infusing sufficient amount as working capital for the smooth functioning of the business in the form of secured and unsecured loan. (f) The scheme B mentions the following table under the composite scheme providing the details of the mode of discharge of accepted financial/secured creditor claims and the proposed arrangement/com promise with them : (Rs. in lakhs) Secured creditor Claim admitted and proportion to the total claim for the class Amount paid in compromise/arrangement Indian Overseas Bank 33804.70 (49.57%) 76833.50 (49.57%) Prithvi Asset Reconstruction and Securitization Co. Ltd. 15830.90 (23.21%) 42175.50 (23.21%) Asset Reconstruction Co. India Ltd. 18557.60 (27.22%) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are also sought for by the liquidator without seeking for any commensurate prayer in relation to secured creditors or other creditors if any of the company in liquidation. During the course of oral submissions in this regard, it was submitted by learned counsel for the liquidator that even the convening and holding of meetings of the secured creditors can also be dispensed with, in view of the opinion already expressed by the members of the CoC in favour of scheme B and with a view to obviate time delay. In any case, however it is also argued that his decision, namely that of liquidator is required to prevail over that of the CoC in relation to the scheme preference. On this count, it is fairly conceded by learned counsel for the liquidator that his preference is with scheme A as the liquidation costs which also includes his fees is fully provided for in scheme A as compared to that of scheme B in relation to which a favourable opinion has been given by the CoC. 12. With a view to buttress the arguments of the liquidator that his opinion should prevail in the matter of liquidation as compared to the opinion of CoC he seeks to rely on the provisions of sub-section (2) of sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... schemes, since there are no preconditions laid down by SPML as compared to SPBL and the time for disbursal seems to be speedier and quicker to the secured creditors under scheme B, their preference seem to lay with the scheme B formulated and propounded by SPML. 15. Further learned counsel for the fourth respondent also submits that taking into consideration the provisions of section 230 of the Companies Act, 2013 as well as the law enunciated by the hon'ble National Company Law Appellate Tribunal at paragraph 18 of the judgment passed in Company Appeal (AT) (Insolvency) No.224 of 2018 extracted in paragraph supra, it becomes incumbent for this Tribunal to call for a meeting of the members and creditors and ascertain their decisions in relation to the scheme ordered to be placed before them prior to its approval. In any case it is also pointed that it will also enable compliance with the provisions of section 230 of the Companies Act, 2013 and since the above noted judgment at paragraph 18 has also provided for this Tribunal for playing a dual role as well as to overrule irrelevant objections as may be raised by one or the other creditor or member keeping in view the ob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d under section 230(6) of the Companies Act, 2013. Even though as already stated it may not be material as regulation itself came into effect after the initiation of the liquidation process and the law which is required to govern is the one which was in vogue at the relevant point of time, however it gives a pointer to the intent of the regulator. It is also pertinent to note at this stage while still on the subject of liquidation cost, the regulation governing the liquidator's fees under regulation 4 of the Liquidation Process Regulations there seems to be some apprehension in the minds of the liquidator which has induced the liquidator to prefer scheme A as compared to scheme B as already dealt with in the earlier paragraph of this order. Be that as it may, now turning to the substantive provisions of section 230 of the Companies Act, 2013 in relation to the approval of a scheme it reads as follows : 230. Power to compromise or make arrangements with creditors and members.-(1) Where a compromise or arrangement is pro posed- (a) between a company and its creditors or any class of them ; or (b) between a company and its members or any class of them, the Trib ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ils of the compromise or arrangement, a copy of the valuation report, if any, and explaining their effect on creditors, key managerial personnel, promoters and non-promoter members, and the debenture-holders and the effect of the compromise or arrangement on any material interests of the directors of the company or the debenture trustees, and such other matters as may be prescribed : Provided that such notice and other documents shall also be placed on the website of the company, if any, and in case of a listed com pany, these documents shall be sent to the Securities and Exchange Board and stock exchange where the securities of the companies are listed, for placing on their website and shall also be published in newspapers in such manner as may be prescribed : Provided further that where the notice for the meeting is also issued by way of an advertisement, it shall indicate the time within which copies of the compromise or arrangement shall be made avail able to the concerned persons free of charge from the registered office of the company. (4) A notice under sub-section (3) shall provide that the persons to whom the notice is sent may vote in the meeting eith ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rangement results in the variation of the shareholders rights, it shall be given effect to under the provisions of section 48 ; (d) if the compromise or arrangement is agreed to by the creditors under sub-section (6), any proceedings pending before the Board for Industrial and Financial Reconstruction established under section 4 of the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986) shall abate ; (e) such other matters including exit offer to dissenting share holders, if any, as are in the opinion of the Tribunal necessary to effectively implement the terms of the compromise or arrangement : Provided that no compromise or arrangement shall be sanctioned by the Tribunal unless a certificate by the company's auditor has been filed with the Tribunal to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the accounting standards prescribed under section 133. (8) The order of the Tribunal shall be filed with the Registrar by the company within a period of thirty days of the receipt of the order. (9) The Tribunal may dispense with calling of a meeting of cre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e interest of all the stakeholders, however the procedural approach between the two differs in view of the position that there is no prescribed procedure laid down in IBC, 2016 as well as the attendant rules and regulations framed thereunder for the consideration of schemes on hand as compared to the well laid down legal mechanism provided in the IBC, 2016 for the consideration of a resolution plan and under the circumstances IBC itself provides for recourse to be taken to the provisions for consideration of the scheme under section 230 of the Companies Act, 2016 in this regard. This might lead to differential yardstick being adopted while considering a scheme as compared to a resolution plan, e. g., while in relation to the approval of a resolution plan, the commercial decision of the CoC with 66 per cent. majority prevails, however, in relation to a scheme of compromise or arrangement the threshold limit for approval which is fixed, is to the extent of three-fourths in value of the creditors or class of creditors or members or class of members as the case may be voting in accordance as provided for under section 230(6) of the Companies Act, 2013. 19. Further, the guiding f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e nature of the scheme is given in clause 1(b) of the scheme A which is as follows : A scheme of amalgamation with Seshasayee Paper Boards Ltd. ('SPB') under sections 230-232 and other applicable provisions of the Companies Act, 2013 (with SPL being the 'transferor' or 'amalgam ating' company and the SPB being the 'transferee' or 'amalgamated' company). (b) The objective of the scheme A is detailed in clause 10 of Part IV of the scheme which reads as follows : The proposed draft composite scheme has been formulated keeping in mind the overarching objective to revive SPL, maximize the value of its assets and balance the interests of all stakeholders in con sonance with the objectives of the Code while at the same time recovering the capital which has already been sunk, to be productively redeployed for the betterment of the local economy and regenerate employment. (c) The proposer of scheme A confirms compliances with the terms and conditions of the invitation calling for EOI and its response in clauses 14 and 15 of the said scheme. (d) The need for SPBL to go in for the scheme propounded by it is detailed, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... considering the limited quantities that are available in its existing capacity. With SPL and its refurbished product mix, SPB will be in a position to open up and expand its markets. 28. Further SPB has proven credentials in turnaround of stressed/ sick units utilizing its unique and superior technical skills and finan cial prudence. In the year 2011, SPB acquired a sick unit located in Tirunelveli originally incorporated as 'Subburaj Papers P. Ltd. (SPMPL)'. This unit was under severe financial stress and was then on the verge of liquidation. SPB, through a one-time settlement with SPMPL's bankers, took control of this asset and implemented the turnaround program with its senior team and the judicious management of cost and product profiles. The said turnaround is a case study which would demonstrate SPB's prowess in managing and turning around stressed paper manufacturing units. The same would bear relevance to SPL's case as well, considering the similar plant and machinery, size and capacities of the said SPMPL unit and the SPL unit. (e) The objective of the scheme is detailed in paragraph 34 of the scheme which for sake of brevity is not reprod ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Total 6372.27 2606.87 Provision for CIR and liquidation costs 30.00 Total outlay for all unsecured creditors 2636.87 21. Paragraphs 41 and 42 of scheme A of SPBL deals with the manner in which they propose to deal with equity shareholders of the company in liquidation as given hereunder : 41. The existing equity share capital of the company, audited as of March 31, 2017 is as under : No. of shares (₹ 10 value) Value (Rs. lakhs) Authorized share capital 5,00,00,000 5,000.00 Issued, subscribed and paid-up share capital 4,31,13,656 4,311.37 The balance in reserves and surplus including securities premium account of the company audited as of March 31, 2017 is as under : Account Balance as of 31-3-2017 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rovided below would substantiate its financial and business performance. (Amount in Rs. crores) Financial year 2017-18 (Ind-AS) Financial year 2016-17 (Ind-AS) Financial year 2015-16 (I-GAAP) Reference Annual report for the FY 2017-18 Annual report for the FY 2017-18 Annual report for the FY 2015-16 Turnover/Revenue from sale of products 1097.87 1149.31 1015.70 Other operating 19.92 17.36 15.80 Other income 9.40 8.14 4.28 Total income 1127.19 1174.81 1035.78 (Amount in Rs. crores) As on 31-3-2018 (Ind-AS) As on 31-3-2017 (Ind-AS) As on 31-3-2016 (Ind-AS) Reference Annual report for the FY 2017-18 A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme of compromise/arrangement) 12,800.00 Combination of own and debt funds of the scheme proposer (subsequent capital investments and working capital infusion, post amalgamation) 15,268.87 Fresh issue or equity share capital of SPB (to the shareholders of SPL) 431.13 Total capital requirement for implementation of this scheme to takeover of the SPL s assets and to make it operational 28,500.00 (j) It is also observed that amongst concessions sought the following are also included in the scheme of arrangement by way of amalgamation involving the creditors and members which are to the following effect : (a) The proposed scheme of compromise or arrangement shall be subject to the approval by the requisite majority of the unsecured and secured creditors and members of the transferor company or as may be dispensed or dealt with by the hon'ble National Company Law Tribunal in accordance with the provisions of the Act or the Code. (b) This proposed draft composite scheme involves two companies SPL (under li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Scheme settlement amount Compromise/Arrangement with/to financial creditors (secured)-per Table A 16,000.07 Compromise/Arrangement with/to operational creditors (unsecured)-per Table B 794.00 Provision made for CIR and liquidation costs 274.80 Amount set aside for contingent statutory dues (currently not admitted)-Now included as operational creditors and is part of Table-B Nil Compromise/Arrangement with the equity shareholders of SPL (to be settled with equity shares of SPB under the scheme of amalgamation) 431.13 Total scheme settlement amount 17,500.00 22. The scheme A as propounded by SPBL further proposes to bring in the funds to be distributed to different stakeholders as detailed below whilst acknowledging the rights of the secured financial creditors in relation to the security held in the following manner : That SPBL is willing to acknowledge the rights of the financial creditors as secur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eby drawing the ire of the applicant/liquidator in comparison to the secured creditors giving their go ahead to scheme B of SPML as already noted which becomes evident on a closer analysis of scheme B the salient points of which are as follows : A brief background of the scheme B proponent is given as follows in the scheme Name of the applicant M/s. Sun Paper Mill Ltd. CIN U21011TNI 961PLC004531 Date of incorporation 11-7-1961 Class of the company Public limited company Registered Office No. 11/6, Ratnapuri, 2nd Street, Koyembedu, Chennai-600 107, Tamil Nadu. Sun Paper Mill Ltd., was incorporated in the year 1961 by Visionary and Philanthropist late Sri S. B. Adithyan. in its odyssey from 1961, the company has been involved in up gradations and developing indige nous expertise for setting up a large newsprint and paper mill. Its not out of place to mention that the founder of our company is also the founder of the Daily Thanthi, the leading Tamil ne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Name of financial creditor Admitted claim (Rs. in crores) Payment proposed to financial creditor (Rs. in crores) 1. Indian Overseas Bank 338.05 76.83 2. Asset Reconstruction Co. India Ltd. 185.57 42.18 3. Pridhvi Asset Reconstruction and Securitsation Co. Ltd. 158.30 35.99 Total 681.93 155.00 Proposal of workmen and employees dues of corporate debtor : The amount due towards the employees and workmen dues, based on the claims admitted by the liquidator and the amount provided under the arrangement scheme is as stated below : Nature of claimant No. of claimants Admitted claim claimed (in INR) Amount proposed under the arrangement scheme (in INR) Workmen NA NA NA ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 42,40,000 Nil 2. Public shareholders 2,06,89,65 20,68,96,560 41,37,931.20 Total 4,31,13,656 43,11,36,560 41,37,931.20 Summarizing the tables in relation to payments contemplated to the different stakeholders of the company in liquidation the following picture emerges under scheme B : Summary of consolidated payments to be made as per arrangement scheme : Particulars Total amount provided in arrangement scheme (INR in crores) Liquidation cost 0.75 Payment to SFC-secured (both term loan lenders and working capital lenders) 155.00 Payment to unsecured financial creditors 0.33 Payment to workmen and employees 0.35 Payment to OC 1.54 Payment/Compensation to public shareholders 0.41 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n order to ensure smooth implementation of the arrangement scheme, the applicant has already identified a core team with a strong experience in the relevant field. In addition to the fact the applicant is in the same line of business for more than 5 decades. The applicant also proposes appointment of present liquidator as custodian to supervise the implementation of the arrangement scheme. The liquidator shall distribute to all the stakeholders in accordance with the arrangement scheme the total amount of ₹ 158.38 crores deposited by the applicant in to the escrow account of the CD opened for implementation of the arrangement scheme. Release of securities On receipt of the payment of as per this arrangement scheme, the secured financial creditor/banks shall unconditionally release all securities/corporate guarantees/collaterals (pertaining to the corporate debtor) provided as security against the debt availed by the corporate debtor. - Financial creditor banks shall release their charge over the assets of the M/s. Servalakshmi Paper Ltd., which have been provided as security against the facilities availed from the financial lenders and hand over th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her operational creditors-other than employees, statutory dues) 21,28,00,404.04 (statutory dues) 5,14,29,700 (10% of operational creditors) 2,12,80,000 (10% of statutory dues) 1,54,28,898.59 (3%) Total operational creditors 74,12,54,407.84 7,93,99,700.00 1,89,68,244.59 CIRP and liquidation costs 2,74,80,000.00 (provided for 100% of liquidation costs) 75,00,000.00 (not provided for full liquidation cost) Shareholders 43,11,36,560.00 4,31,13,000.00 (₹ 10 share valued at Re. 1 shareholders of SPL will be allotted equivalent number of equity shares of SPB as per valuation of SPB on cut-off date) Cancellation of entire paid-up capital of the company Grand total 175,00,00,000.00 158,38,00,000.00 30. Respondents Nos. 2 to 5 have filed a reply/counter as the case may be in respect of the above application filed by the liquidator. In relation to the sec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter than two in the bushes. However, to assuage the apprehensions of the secured creditors, learned counsel for SPBL during the course of his oral submissions and also as reflected in the written submissions seem to be agreeable to drop the pre-condition in relation to conditional payment and expresses its willingness to pay the scheme amount as contemplated under scheme A propounded by SPBL within 60 days of this Tribunal's order approving its scheme unconditionally thereby bringing on parity almost to the deposit terms as promised by SPML in its scheme B. 32. On its part, SPML with a view to allay the apprehensions of the applicant/liquidator in meeting out the CIRP and liquidation costs including obviously his fees, instead of the fixed amount provided in its scheme B is willing to give a commitment that whatever amounts due as per law in relation to the costs is payable, it will pay in addition to the amounts promised to the different stakeholders under its scheme. 33. Thus, it can be seen that in a transaction of a reasonable magnitude as in the present instance, the quantum of payment offered by the respective proponents in their respective schemes to the di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nus amongst the parties he comes to a conclusion that summons should be answered in favour of Mr. Malhotra goes on to record that under the circumstances a speaking and reasoned order may not be called for, but however chooses to do so in view of the summons being granted is charting a new unexplored, hazardous and venturesome course in company litigation especially when a winding up petition is pending. The instant case on hand is also not far from the above observation. In paragraph 8 of the said judgment, the hon'ble judge goes on to elucidate as to why winding up may not be an option, in view of the two schemes pro- posed is up for consideration, but however, the company should not made to await for the decision of the court in this regard in the interim as the assets of the company will remain unutilized till such time and in the circumstances the summons is required to be answered. In the present instance under the IBC, 2016, unlike the earlier regime of winding up under Companies Act, 1956, this situation may not arise as it is neatly addressed in view of the IRP/RP/liquidator mandated under the statute to keep it as a going concern. However, what interests and fascinate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provisions of the IBC, 2016 the hon'ble Supreme Court in the case of ArcelorMittal India P. Ltd. v. Satish Kumar Gupta [2018] 211 Comp Cas 369 (SC) ; [2019] 2 SCC 1 while dealing with the necessity of adherence to time lines by the National Company Law Tribunal and National Company Law Appellate Tribunal, at paragraph 83 of the said judgment while quoting the legal maxim Actus curiaeneminem gravabit - the act of court shall harm no man echoes the sentiment as expressed in Panchmahals Steel Ltd. v. Universal Steel Traders [1976] 46 Comp Cas 706 (Guj) and the consequence of liquidation to be avoided in a CIRP by not losing sight that the corporate debtor consists of several employees and workmen whose daily bread is dependent on the outcome of the CIRP and that every possible effort should be made to keep it as a going concern and to see that it is made possible as such and the displacement of employees and workers are required to be avoided. 38. Thus armed with the wisdom gleaned from the precedents as cited above as well as a somewhat elaborate discussion which necessitates this Tribunal to address a problem which has been put in its lap for which a dynamic solution i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... day ; (D) In view of the wide powers vested with this Tribunal under sec tion 230 of the Companies Act, 2013, however without being bogged down by the procedural rigmarole as prescribed therein for approval of a scheme of compromise or arrangement including by way of amalgamation and at the same time however, not ignoring the views and voting of the respective stakeholders in relation to the competing schemes to be placed before them, be it a secured creditor, unsecured creditors, operational creditors or the members of the company in liquidation, the liquidator is directed to constitute a Stakeholders Committee in terms of regulation 31A of the IBBI (Liquidation Process) Regulations, 2016 for the consideration of the schemes and voting thereon. However, the said regulation shall not apply mutatis mutandis as the following exceptions are required to be made taking into consideration the fact that even though the company is in liquidation ; however, since a scheme is under contemplation as directed by the hon'ble National Company Law Appellate Tribunal and envisaged under rule 2B of the IRCP Regulations, 2016 as amended even though made effective after the liquidation ord ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orized representative is chosen by the respective group, stake holders committee meeting shall be convened by the liquidator within 45 days from the date of this order wherein the secured financial creditors will be entitled to participate and vote on individual basis and other stakeholders represented only by their respective authorized representatives and the voting shall be done similar to the one contemplated for the approval of a resolution plan under the IBC, 2016 read with attendant regulations after proper circulation of notice to the individual stakeholder along with a synopsis of the scheme proposed by SPML and SPBL. However at the venue a copy of the scheme with annex ures shall be kept available in entirety for the perusal of the stakeholders. (G) The voting share shall be determined in accordance with section 5(28) of the IBC, 2016, save instead of financial creditors and committee of creditors specified therein, it shall be substituted with stake holders and stake holders committee. (H) With a view to obviate time delay if any being occasioned, in case of the selected scheme and its proponents with three fourth of the creditors and members present and vo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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