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TMI Blog2019 (8) TMI 1707X X X X Extracts X X X X X X X X Extracts X X X X ..... Resolution Plan annexed with MA/651/2019 filed in CP/540/IB/2018 is hereby approved, which shall be binding on the Corporate Debtor and its employees, members, creditors, guarantors, other stakeholders including statutory authorities involved in the Resolution Plan and the Resolution Applicant - While approving the Resolution Plan, as mentioned above, it is clarified that the Resolution Applicant shall pursuant to the Resolution Plan approved under Sub-section (1) of Section 31 of the I B Code, 2016, obtain all the necessary approval as may be required under any law for the time being in force within a period of one year from the date of approval of the Resolution Plan by this authority or within such period as provided for in such law. Resolution plan approved - moratorium shall cease to have effect from the date of passing of this Order. - MA/651/2019 in CP/540/IB/2018 - - - Dated:- 27-8-2019 - Ch. Mohd. Sharief Tariq, J. ORDER 1. By way of present MA/651/2019 filed in CP/540/IB/2018, the Resolution Professional viz., Mr. S. Rajendran has submitted Resolution Plan approved by the Committee of Creditors (CoC) and prayed for approval of the same under Section 31 (1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In the interregnum, this Authority vide Order dated 26.02.2019 passed in MA/440/IB/2019, appointed the Applicant viz., Mr. S. Rajendran as Resolution Profession and thereby relieving the erstwhile Resolution Professional viz., Mr. Ebenezer Inbaraj. vi. In the 6th CoC Meeting held on 11.03.2019, the newly appointed Resolution Profession proposed the CoC members to call for a fresh EoI to maximise the value of the assets of the Corporate Debtor. After much deliberation the CoC agreed to call for fresh EoI and passed a Resolution authorising the Resolution Profession to issue a fresh advertisement inviting EoI in Form G with eligibility criteria of ₹ 10 Crores. vii. Pursuant to the said Resolution, the Resolution Professional invited for fresh EoI in Form - G on 05.04.2019 fixing the last date for submission of EoI as 22.04.2019. viii. Consequent upon the said advertisement, the Resolution Professional has received three EoIs viz., from (1) Chandran Enterprises, Chennai, (2) Sai Baba Business Solutions Pvt. Ltd., Chennai and its Directors and (3) Outcome Commercial Pvt. Ltd. Mumbai. The Resolution Professional has also received two more EoIs after the due ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /- to the CoC. However, the CoC requested the Resolution Applicant to improve their offer and the Resolution Applicant submitted their revised proposal by providing higher distribution to the Operational Creditor. The amended Resolution Plan amount was submitted by the Resolution Applicant to CoC for a sum of ₹ 28,55,06,654/-. xiv. In the 9th CoC Meeting held on 24.06.2019, the Resolution Professional placed the Resolution Plan submitted by the Resolution Applicant viz., M/s. Sai Baba Business Solutions Put. Ltd., for a sum of ₹ 28,55,06,654/-, for a detailed discussion, deliberations and voting by the CoC members. The CoC members present at the meeting constituting 89.51% of the voting share, voted in favour of the Resolution Plan submitted by the Resolution Applicant viz., M/s. Sai Baba Business Solutions Pvt. Ltd., and resolved as follows; RESOLVED THAT, the Resolution Plan dated 14th June 2019 submitted by Sai Baba Business Solutions Pvt. Ltd., (CIN: U74999TN2012PTC084753), Chennai and further amended on 24th June 2019, for a sum of ₹ 28,55,06,654/- (Rupees Twenty Eight Crores Fifty Lakhs Six Thousand Six Hundred and Fifty Four Only) be and is hereby a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 77; 2,33;66;000 ₹ 2,10,29,400 ₹ 64,32,660 Viva Entertainment ₹ 88,80,603 ₹ 79,92,543 ₹ 24,44,830 Switzer Instrument Pvt. Ltd. ₹ 69,68,767 ₹ 62,71,890 ₹ 19,18,502 Mr. KR Jaganathan ₹ 28,22,000 ₹ 25,39,800 ₹ 7,76,897 Mr. MukanchandBothra ₹ 15,00,00,000 - ₹ 4,12,95,002 Mr. J. Muralidharane ₹ 4,68,46,027 - ₹ 1,28,96,712 TOTAL ₹ 28,35,94,409 ₹ 7,80,73,544 ₹ 7,80,73,544 6. As things stand thus, the Resolution Professional has filed this present MA/651/2019 for approval of Resolution Plan by this Adjudicating Authority in terms of Section 31 (1) of the I B Code, 2016. When the matter came up for hearing for the first time, this Authorit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution Plan Amount % of payout on admitted claims 1 CIRP Cost ₹ 44,00,000/- 100% 2 Operational Creditors -Workmen and Employee ₹ 21,27,734/- 80% 3 Operational Creditors (Other than Workmen and Employee) ₹ 57,30,531/- 80% 4 Operational Creditor (Statutory Dues) ₹ 90,67,740/- 40% 5 Financial Creditors Secured ₹ 16,29,29,996/- 100% 6 Financial Creditors Unsecured ₹ 7,80,73,544/- 27.53% 7 Financial Creditors Related Party ₹ 1,31,72,812/- 15% 8 Other Creditors ₹ 90,04,297/- 45% 9 Equity Shareholders ₹ 10,00,000/- ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. The Resolution Plan has sought for certain Reliefs which are as follows:- AS TO LIABILITIES, PROCEEDINGS, ETC: All liabilities of PRC and guarantees extended by PRC whether monetary or non-monetary, statutory, crystallized or not crystallized, claimed or not claimed, admitted or not admitted, disputed or not disputed, confirmed or contingent or due or overdue or future due, and all such duties of the Corporate debtor PRC shall stand extinguished and discharged in full without any recourse to SBBPL upon approval of the Proposed Resolution Plan. All or any inquiries, investigations, notices, causes of action, suits, claims, disputes, arbitrations and proceedings including those pending before any judicial, quasi-judicial, administrative, tax, arbitral or any other regulatory body or local authority, including and not limited to those pertaining to GST, Sales tax, Central Excise, Customs and Income Tax, initiated against PRC shall stand terminated or abated upon approval of this Proposed Resolution Plan and without any liability whatsoever to PRC or the SBBPL. All liabilities and debt of PRC as admitted by the RP on or before 90 days from date of CIR commence ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sec. 79 Proviso 3 there-under. Relief shall also be granted so as to exempt PRC from tax liability that might arise upon write-back of amount that would arise on account of the reduction in liability payable to the Creditors of PRC. Further, upon the Resolution plan becoming effective, notwithstanding anything to the contrary contained in the provisions of the plan, all accumulated tax losses, unabsorbed tax depreciation, Minimum Alternate credit, if any, of PRC as on the date on which Adjudicating Authority approves the proposed Resolution plan under Sec. 31(1) of the Code shall for all purposes continue to be treated as its accumulated tax loss, unabsorbed depreciation and Minimum Alternate Tax credit, notwithstanding the change in management of PRC, pursuant to the approval of this Resolution Plan. It is further clarified that any business loss or unabsorbed depreciation of the corporate debtor company as specified in its books of account shall continue to be included as its business loss and unabsorbed depreciation for the purposes of computation of minimum alternate tax. Without prejudice to the generality of the above, all refunds, benefits, incentives, claims, exemptio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of whether they still held so or have pledged or encumbered the same, to the SBBPL or their nominees as the case may be. The said shares shall stand transferred to SBBPL upon payment of the nominal exit price of ₹ 1 (Rupee one only) per Equity Share being the consideration in full and final settlement payable on or before 30 days. Upon payment of the said sum the holders of the Equity shares as aforesaid shall surrender the share certificates without demur and the same shall stand transferred and vested in SBBPL or their nominees as provided for while making the payment thereof in accordance with the process as may be approved. All the Reliefs and Concessions as prayed for in the Resolution Plan by the Resolution Applicant fall within the parameters of the I B Code, 2016, and therefore, it is hereby granted to the Resolution Applicant. 14. Thus, the Resolution Plan filed with the Application meets the requirements of Section 30(2) of I B Code, 2016 and Regulations 37, 38, 38(1A) and 39 (4) of IBBI (CIRP) Regulations, 2016. The Resolution Plan is also not in contravention of any of the provisions of Section 29A. The Resolution Professional has also certified that the R ..... X X X X Extracts X X X X X X X X Extracts X X X X
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