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TMI Blog2020 (9) TMI 1196X X X X Extracts X X X X X X X X Extracts X X X X ..... 285987 410371 NATIONAL COMPANY LAW TRIBUNAL, KOCHI BENCH MA/113/KOB/2020 in TIBA/9/KOB/2019 10.09.2020 R. Velu Versus Palm Lagoon Backwater Resorts Private Limited Ashok Kumar Borah, J. For Appellant: Vijay V. Paul, Advocate ORDER Ashok Kumar Borah, Member (J) 1. This Miscellaneous Application has been filed by Mr. R. Velu, Resolution Professional u/s 30(6) of IBC, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Process of Corporate Persons) Regulations, 2016 to confirm and obtain an order on the successful Resolution Plan approved by the Committee of Creditors of the Debtor Company viz. Palm Lagoon Backwater Resorts Private Limited. 2. The Asset Reconstruction Company (India) Limited (hereinafter referred to as, ( Financial Creditor ) filed an application CP/(IB) No. 1312/2018 on 12.10.2018 before the NCLT (Chennai Bench) u/s 7 of the Insolvency and Bankruptcy Code (IBC), 2016, read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, to initiate the Corporate Insolvency Resolution Process (CIRP) against the Palm Lagoon Backwater Resorts P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... terest and a process participation deposit of ₹ 25 lakhs was also received from the said Resolution Applicant. The Resolution Applicant, submitted their binding resolution plan dated 31.01.2020 and the same was discussed and considered in the meeting of the CoC held on 29.02.2020. There were suggestions by CoC on certain clauses of the Resolution Plan. The Resolution Applicant had agreed for the changes required by CoC all through mails dated 05.03.2020, and as a consequence, a Miscellaneous Application (MA No. 27/2020) was filed before this tribunal, which was allowed vide Order dated 17.03.2020 and the period was extended for 90 days. i.e. till 18.06.2020. Consequently, the Resolution Plan has been submitted before the CoC for its consideration in the meeting held on 19.08.2020. The CoC in its Eleventh meeting considered the same and approved the Resolution Plan with 100% voting rights. SUBMISSION OF RESOLUTION PLANS 8. In response to the said EOI, there was 1 (one) Expression of Interest (EOI) that was received. The RP after verifying EoI criteria accepted them as a prospective Resolution Applicant. The Resolution Applicant, namely Invent Assets Securitisation and Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... int, Mumbai-400021 is registered with RBI as a Securitisation and Asset Reconstruction Company. Resolution Applicant is engaged in business of acquisition and resolution of Non-Performing financial assets (NPA) of banks and financial institutions. Till 31.03.2019, Resolution Applicant's total acquisition of assets exceeded ₹ 18500 crores, wherein, apart from Invent, banks and financial institutions funds registered with SEBI and NBFCs have contributed towards purchase of a specific/pool of non-performing assets from banks and financial institutions. By focusing medium and small Enterprises, invent has already begun emerging as a leading ARC player in the Country. Invent is promoted by leading professionals including Mr. M. N. Singh, IPS, former Commissioner of Police, Mumbai and Mr. Pankaj Gupta, a leading Chartered Accountant of Mumbai and Mr. G. N. Bajpai, former Chairperson of Securities and Exchange Board of India (SEBI) and also Life Insurance Corporation of India. Currently, apart from the promoters, inter-alia, Canara Bank, Bank of India, Central Bank of India, West End Investment Finance Consultancy Pvt Ltd and Lakshmi Vilas Bank are the shareholders. The Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... b) Directing that, pending disposal of the, present application by this Tribunal, the Resolution Professional shall continue to conduct its role as Resolution Professional of the Corporate Debtor. c) Directing the Resolution Applicants to implement the Resolution Plan in the manner set out under the resolution plan; d) Approve the appointment of monitoring committee ( MC ) from the date of approval of resolution plan by this Tribunal until the date on which the Resolution Applicants acquire control of the Corporate Debtor i.e. Closing date under the Resolution Plan, and during such period extend protection to the MC (including extension of the protection of the moratorium against any suit, legal proceedings and investigations or have any liability with respect to anything which is done or intended to be done or omitted in good faith and in compliance with the Code, CIR Regulations or any other applicable law) to enable it to monitor the Corporate Debtor as going concern. e) Order in relation to the grant of concessions, reliefs and dispensations sought in terms of page nos. 74 to 80 of the resolution plan. f) Directing all stakeholders to cooperate with the Resoluti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... relation to PLBRPL in the Information Memorandum or otherwise made available by the Resolution Professional till 01.01.2020. The proposed Resolution Plan is subject to any additional information provided to the Resolution Applicant thereafter, which may have a bearing on the plan and the Resolution Applicant reserves the right to modify and renegotiate the Plan with the Committee of Creditors in the event it discovers or is provided with any material information pertaining to PLBRPL post such date. This proposed Resolution Plan contains statements, statistics, information that are or may be forward looking. Further the certain statements and projections (contained in this proposed Resolution Plan) are based on judgmental estimates and assumptions. TABLE OF CONTENTS S no Particulars 1. PREAMBLE 2. DEFINITIONS 3. OVERVIEW 4. ABOUT THE RESOLUTION APPLICANT 5. PALM LAGOON BACKWATERS RESORTS PVT. LTD. -UNDERSTANDING OF RESOLUTION APPLICANT ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, 2016 (CIRP Regulations) the IRP had issued a public announcement on 25.09.2019 inviting claims from the creditors of the Corporate Debtor. Thereafter the CoC resolved to appoint Mr. R Velu, an Insolvency Professional having IBBI Regn No. IBBI/IPA-001/IP-P00127/2017-18/10269 as Resolution Professional in place of Interim Resolution Professional in meeting held on 18.10.2019. The Interim Resolution Professional Invited Expression of Interest (EoI) vide public announcements dated 04.12.2019 (also several extensions). Pursuant to the public notice, the Information Memorandum, RFRP and other documents issued by the Interim Resolution Professional/Resolution Professional, INVENT had submitted an Expression of Interest ( EOI ) to the Interim Resolution Professional; vide its mail dated 05.01.2020 and is proposing to make the investment in PLBRPL. Subsequently, this resolution plan is being submitted for insolvency resolution of PLBRPL (Corporate Debtor) under the provisions of Insolvency and Bankruptcy code 2016 and the rules, regulations and circulars issued there under (IBC). The Resolution Applicant intends to make sincere efforts to turnaround the business in the best inte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lines, circulars, directions, directives, ordinances, orders, notes, clarifications, releases or any other forms of delegated legislation of any Governmental Authority, statutory authority, court, tribunal or other judicial or quasi-judicial authority; (b) orders, decisions, injunctions, judgments, awards, findings, requirements and decrees of or agreements with any Governmental Authority, statutory authority, court, tribunal or other judicial or quasi-judicial authority; and (c) any modifications or re-enactments thereof, or any other law for the time being in force which may or may not be included herein after; Board means the board of directors of the Corporate Debtor; Business Day shall mean any day of the week excluding (i) Saturdays; (ii) Sundays; and (iii) any day which is a public holiday in New Delhi and the term Business Days shall be construed accordingly; Business Permits means all licenses, registrations, permits, consents, no-objections, authorizations and approvals obtained or required by the Corporate Debtor for the conduct of its business under Applicable Law; CIRP shall have the meaning ascribed to it in Overview Insolvency and Bankruptcy Cod ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tention agreement, voting trust agreement, interest, lien, charge, restriction or limitation of any nature whatsoever, encroachment, right of way, easement rights, including restriction on use, voting rights, transfer, receipt of income or exercise of any other right related to ownership, or any other security interest of any kind whatsoever, or any arrangement, whether conditional or otherwise, to create any of the above and includes any arrangement that has the commercial effect of an encumbrance or security interest. The term Encumber shall be construed accordingly; Equity Shares means the equity shares of PLBRPL; Force Majeure means any of the following events or combination of such events or circumstances as are beyond the control of a party and which cannot: (i) by the exercise of reasonable diligence, or (ii) despite the adoption of reasonable precautions and/or alternative measures be prevented, or caused to be prevented, and which materially and adversely affects the Resolution Applicant's ability to perform its obligations under this Plan, including: (a) acts of God, comprising fire, drought, flood, earthquake, epidemics and other natural disasters; (b) ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onitoring committee the Committee of Creditors shall constitute the monitoring committee, which may comprise one representative of the Resolution Applicant, representative of the CoC and a qualified Insolvency Resolution Professional (which may or may not be RP) to be appointed by COC in consultation with resolution applicant; NCLT/ADJUDICATING AUTHORITY means the Hon'ble National Company Law Tribunal, Kochi; NCLT/ADJUDICATING AUTHORITY Approval Date means the date of approval of the Resolution Plan by the Hon'ble NCLT/ADJUDICATING AUTHORITY and the Certified copy of the Order duly received by the Resolution Applicant; NCLT/ADJUDICATING AUTHORITY Approval Order means the order passed by the NCLT/ADJUDICATING AUTHORITY, approving the Resolution Plan as approved by the CoC under Section 31 of the Code; Operational Creditors means the operational creditors (as defined under Section 5(20) of the Code) of PLBRPL; Person means any person (including a natural person), sole proprietorship, corporation, body corporate, partnership, joint venture, estate, trust, company, unincorporated association or organization, firm, Governmental Authority or other enterp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and reference only and shall be ignored for the purpose of interpretation and construction of the relative provisions of this Resolution Plan; a. any reference to a clause or schedule is a reference to a Clause in or Schedule to this Resolution Plan, except as expressly provided otherwise herein; b. the Schedules annexed hereto shall constitute an integral part of this Resolution Plan; c. words of any gender are deemed to include the other gender; d. the singular includes the plural and vice versa and, in particular (but without limiting the generality of the foregoing), any word or expression defined in the singular has the corresponding meaning when used in the plural and vice versa; e. the terms hereof , herein , hereby , hereto and derivative or similar words refer to this entire Resolution Plan or specified parts of this Resolution Plan as the case may be; f. reference to any of the words include , including , for example , such as , is not used as, nor it is to be interpreted as, a word of limitation and when introducing an example, does not limit the meaning of the word to which the example relates, to that example or examples of a similar kind; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Velu's was appointed as Resolution Professional. In accordance with the provisions of the Insolvency Bankruptcy Code, the Interim Resolution Professional was instructed by the CoC to invite Expression of Interests (EoI's) from Prospective Resolution Applicant(s) (PRA's) who would submit Resolution Plans. The IRP published the necessary particulars in Form - G inviting Expression of Interest ( EOI ) from PRA's on 04.12.2019 in Business Standard and Malayalam Manorama. The said Form G was also uploaded on the website designated by the IBBI. As per the Form G, the last date for submission of Resolution Plans in the ongoing CIRP of PALM LAGOON BACKWATERS RESORTS PVT. LTD. was 02.02.2020. However, in order to explore larger options, the CoC advised the IRP to extend the last date for submission of EoI's for submission of Resolution Plan, by Prospective Resolution Applicants. The Resolution Professional invited the Resolution Applicant (RA) to submit the Resolution Plan vide its mail dated 05.01.2020 and shared the Request for Resolution Plan (RFRP) document. There after pursuant to request from the RA, RP has provided an Information Memorandum dated 01 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... state Govt., Central Govt. / semi government / public sector undertaking, development authorities, village Panchayat or any other local municipal corporation / authorities, whether involved or not involved in this Plan and/or otherwise concerned or connected with the Corporate Debtor. Any breach of the terms of this Plan or default in the performance of the obligations hereunder by any of the foregoing persons shall cause irreparable damage to the Resolution Applicant and its proposal to revive the Corporate Debtor's business. Accordingly, in case of such breach or default, the Resolution Applicant shall have the right to address such remedies as may be available under Applicable law (including filing an application with the NCLT or any such authority in accordance with the Code/applicable law). 3. All the IPRs (Intellectual Property Rights), if any, belonging to the Corporate Debtor shall be vested with the Resolution Applicant and from the Effective Date the Existing Promoters/ Existing Guarantors, erstwhile Promoters or any member, associate of the Existing and Erstwhile Promoter groups shall be restrained to do any business directly or indirectly in connection with the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncy Professional, any creditor (including any Financial Creditor and Governmental Authority), any stakeholder involved in this Plan or otherwise connected with this plan, the Committee of Creditors, the Monitoring Committee nor the Corporate Debtor shall: (i) take any of the actions specified in Sections 28(a), 28(d), 28(e) and 28(h) of the Code; or (ii) (a) take any other actions specified in Section 28 of the Code (excluding the actions mentioned at (i) above); (b) institute or continue any proceedings against the Corporate Debtor or transfer, Encumber, alienate or dispose of any of the assets or interest of the Corporate Debtor or enforce any Encumbrance or security interest created by the Corporate Debtor or on the securities of the Corporate Debtor; or (c) take any action or measure which may result in a breach of the terms of this Plan; 9. All assets (including movable immovable properties whether freehold, leasehold or license basis and intangible assets including technical knowhow, licenses, patents, copyrights, logo, knowledge, brand, franchise agreement etc.) held by the Corporate Debtor shall be re-vested with the Corporate Debtor from the Closing Date, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Applicant shall in no case will be responsible for such past claims even after re-approval / re-listing of the Corporate Debtor. 13. The Resolution Applicants and the Company shall be entitled to share certified copy of this Resolution Plan and the order of the NCLT/ADJUDICATING AUTHORITY approving this Resolution Plan with third parties, including Governmental authorities, if required. 14. The Memorandum of Association of the Company shall stand revised. The amendment to the Memorandum of Association, including the revisions to the capital clause therein, shall be pursuant to the order of the NCLT/ADJUDICATING AUTHORITY and shall not require any additional approval from the shareholders or otherwise. The Resolution Applicant may cause amendments to the Articles of Association of the Company, upon the authorised persons who will be part of managing and operating the affairs of the Company are identified. 15. Upon approval of the Plan by the NCLT/ADJUDICATING AUTHORITY, the Resolution Applicant be permitted to draw up the financial statements of the Company for a period ending on the Effective Date (or any date closest to that date as may be practicable) in compliance with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... right to modify the proposed Resolution Plan on occurrence of any of the following events: In case any additional information is obtained by the Resolution Professional and provided to the Resolution Applicant Post submission of this Plan; In case of any information provided by the Resolution Professional is modified, revised or amended post submission of this Plan; In case of communication about addition / modification / revision of any claim amounts admitted/received by the Resolution Professional towards any class of creditor; In case the amount proposed in this Plan for settling the dues to the Financial and Other creditors is revised based on discussions between the members of the CoC and the Resolution Applicant 22. The Resolution Applicant has made every possible effort to prepare and submit the Resolution Plan strictly in accordance with the various provisions of the Code and as per the guidelines provided in Process Memorandum. However, if there is any inadvertent inadequacy/ shortcomings/ defects in the Resolution Plan, the Resolution Applicant shall be given an opportunity for rectifying and removal of such inadequacy/ shortcomings/ defects so observ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Consultant LLP 40,93,000 4.12 7 Central Bank of India 20,00,000 2.01 8 Saicharan Consultancy Pvt. Ltd. 25,00,000 2.52 9 Sita Power Pvt Ltd 25,00,000 2.52 10 Mr. G. N Bajpai 19,80,000 1.99 11 Mr. Mahesh Narayan Singh 16,66,000 1.68 12 Mr. Pankaj Kumar Gupta 29,48,332 2.97 13 Mr. Gopi Krishan Sharma 49,25,067 4.96 14 Others 11,68,333 1.18 Total Number of Shares 9,93,66,666 100 Invent Assets Securitisation and Reconstruction Company Private Limited (Invent) was established in March 2003 by professionals from banking and financial servi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 105.91 119.42 153.89 156.33 158.93 Acquisition during the year 635.35 1064.34 1140.39 760.15 1039.01 40.76 Total Income 12.50 19.88 25.88 31.36 57.30 68.98 Profit before tax depreciation 7.97 3.90 (16.15) 5.79 3.02 3.36 Profit Before Tax 7.65 3.55 (16.52) 5.39 2.58 2.93 Transaction Structure of Operating ARCs: The following diagram gives in brief the operating transaction structure of ARCs. Invent's Asset acquisition strategy is unique; which is single asset acquisitions from banks and buying out portfolio of assets with embedded single assets of value. The acquisition is largely done by co-investment model with large SEBI registered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... India till 31.10.2007. Mr. G N Bajpai - promoter director Mr. G.N. Bajpai has been at the helm of affairs in executive positions and brings with him years of experience as regulator of the Securities Market in India, as also in the field of Insurance, Investment Banking, Corporate Governance to name a few. He superannuated while he was the head of Securities and Exchange Board of India which is a counterpart of the Securities and Exchange Commission, USA as its Chairman in February, 2005. His career path encompasses distinguished positions such as Executive Chairman of Life Insurance Corporation, a premier financial conglomerate with an asset base of nearly 4 trillion (US $ 80 Billion), 125000 employees, 130 million policy holders, over 2000 branches and an annual premium income of over US $ 12 billion, with forays into housing, Mutual Fund, Realty, Care-homes, Banking etc. The growth of LIC during his 2-year stint with the Corporation was at record levels of 65% and 135% consecutively. Mr. Raj Narayan Bhardwaj Mr. Raj Narayan Bhardwaj was a Member of Securities Appellate Tribunal (SAT), Government of India, Ministry of Finance, Department of Economic Affairs. It was a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een 2008-2011. He was the Chairman and Member of several Working Groups set up by the Bank/Government of India. During 2011, he chaired the Working Group on Information Security, Electronic Banking Technology, Risk Management and Cyber Frauds, the recommendations of which have been implemented April 2011. The RBI guidelines has become standard for the Industry in information security, information audit, I.T Governance and Cyber frauds. He was also Chairman of the Technical Group set up to Review Supervisory Rating Framework as part of the High Level Steering Committee appointed by RBI in 2012 to review the Supervisory process in India. He authored the Central Credit Registry created by RBI in 2014 for reporting large value credits. He chaired the Committee constituted to examine the recommendations of FSLRC relating to Capacity Building in Banking and nonbanking sector. The report has been accepted and implemented by the Reserve Bank of India. He was the Regional Director, RBI Kerala from 2001 to 2004. He was also Vice-Principal/Member of Faculty in the Reserve Bank Staff College during 1989-1995. He was RBI's Nominee Director in State Bank of Travancore (now merged with SBI) a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e joining Invent, Ms. Manhas has worked with the Regional Office of Ranbaxy, Singapore, Bajaj Allianz General Insurance Company and West End Investment Finance Consultancy. Ms. Priyanka Ranka - President (Acquisition and Resolution) - A Chartered Accountant by profession having 10 years of experience in the Asset Reconstruction Industry. Ms. Ranka is responsible for handling of various accounts and critical acquisitions and resolutions of Non-Performing Loans through SARFAESI Act, 2002, Recovery of Debts and Bankruptcy Act, 1993, Insolvency and Bankruptcy Code, 2016. She has expertise in litigation and attends the legal matters before all respective legal forums. She is also responsible for nurturing business relationship with banks and financial institutions, identifying financial assets, conducting due diligence, ensuring completion of appropriate documentation, including formation of Trusts, etc. Ms. Ranka has handled client's assignments for debt restructuring and one-time settlements including CDR cell proposals. She has been managing huge portfolio of assets starting from the asset size of ₹ 25 Crores above. Further, Ms. Ranka is also responsible for nurturin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution of the assets acquired by him, business development and exploring new business possibilities with banks financial institutions. Ms. Ruchi Sharma - Company Secretary Compliance Officer - Ms. Ruchi Sharma is a Company Secretary by profession and is an associate member of the Institute of Company Secretaries of India having an experience of over 7 years post qualification. She is a commerce graduate from Aligarh Muslim University and has completed her Law from Mumbai University. She is currently designated the Company Secretary and Compliance Officer. Before joining Invent she has worked in the legal, secretarial and compliance department of various financial, manufacturing, infrastructure companies (listed and unlisted) and mutual fund companies like Morgan Stanley. Mr. Vasant Lothey (Patil) - Legal Head - Mr. Lothey is a Law graduate with over 40 years of experience in law field. During his career, he has worked in various profiles. He has his own legal practice till 1995. After that he became the Civil Court Judge and judicial magistrate and served the office till November 2000. The High Court than appointed him as the Labour Court Judge in Mumbai, he served the off ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ignments. Ms. Thakker has actively been involved in the preparation of Standard Operating Procedures (SOP), defining risk control system and evaluating the efficacy of risk management procedures. She has been with Invent from 2017, having gained professional experience in the areas of distress asset resolution, insolvency, corporate finance. Ms. Swati Gopalani- Assistant Vice-President (Operations) - Ms. Gopalani is a graduate in Management studies and has 12 years of wide-ranging experience. She was associated with the rating agency CRISIL for a period of 4 years and another 4 years with IT distributors Ingram Micro. Ms. Gopalani has been working with Invent Assets Securitisation Reconstruction Private Limited for over 5 years in the areas of Acquisition and Resolution of Non-Performing Assets of various sectors. She is handling assignments of conducting Due Diligence for Sale and Resolution of NPAs through various routes that includes legal/restructuring/settlement. Key Value Drivers Robust leadership team with vast experience in banking and financial Sector Basket of solutions offered; single stop solution provider Strong focus on small and medium enterpris ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... L a Financial creditor for initiating CIRP under section 7 of the Insolvency and bankruptcy code 2016 ( IBC ) read with Rule 4 of the Insolvency Bankruptcy (Application to Adjudicating Authority) Rules, 2016 before the Hon'ble National Company Law Tribunal (NCLT/ADJUDICATING AUTHORITY), New Delhi. The matter was admitted in CP (IB) No. 1312 OF 2018 by the Hon'ble NCLT/ADJUDICATING AUTHORITY, Kochi, vide its order dated 20.09.2019. As per the Order Mr. R Velu, an Insolvency Professional having IBBI Registration No: IBBI/IPA-001/IP-P00127/2017-18/10269, was appointed as Interim Resolution Professional (IRP) and confirmed as Resolution Professional in the first meeting of the CoC held on 18.10.2019. Industry Profile of the Corporate Debtor The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sector in India. Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e) amount to INR 2148 Lakhs. Of this, the Resolution Professional has admitted claims of Financial Creditors to the extent of INR 2148 Lakhs. The detail of individual admitted claims of Financial Creditors is set out below: Amount in INR Amount in INR Sr. No. Name of Creditor Address Amount Claimed Amount admitted % Voting Share 1 Asset Reconstruction Company (India) Ltd 10th Floor, The Ruby, 29, Senapati Bapat Marg, Dadar West, Mumbai, Maharashtra 400028 21,48,99,700 21,48,99,700 100% Total 21,48,99,700 21,48,99,700 100.00 Operational Creditors (Workmen/Employees): As per the Information Memorandum there are no employees or workmen of the Corporate Debtor and there has not been any filing of the claims by the employees and workmen of the Corporate Debtor. Hence, the Resolution Applicant a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 33,45,850 Rejected Total 1,00,60,850 NA There are 3 entries as attachment on the property in the records of Registration Department. 1. Labour Court for dues of workers - Due amount not available 2. Income tax Department for tax dues of Neesa Leisure Ltd for a demand of ₹ 1,32,91,16,980/- 3. Kerala Electricity Board for dues electricity charges for a demand of ₹ 2,80,853/- REASONS FOR PRESENT POSITION OF PLBRPL TURNAROUND STRATEGY BY RESOLUTION APPLICANT Cause of Default: The corporate debtor had given Corporate Guarantee for financing availed by Neesa Leisure Ltd, who defaulted in their obligations to United Bank of India. The debt of Neesa Leisure along with underlying securities i.e. corporate Guarantee of PLBRPL was assigned vide agreement dated 13.08.2018. The application in NCLT is moved by ARCIL for recovery of its dues from PLBRPL as Corporate Guarantor of Neesa Leisure Ltd. Rationale for Takeover and Turnaround Strategy by INVENT: 1. RA is into business of asset securitization and reconstruction with rich experience of turning ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plan its implementation Schedule is 15 days from the effective date as set out in the Financial proposal. E. Mechanism regarding management and control of the affairs of the Corporate Debtor during implementation of the Plan adequate means for supervising its implementation Mechanism regarding Management and control of Corporate Debtor during the term is as under: Detailed mechanism regarding the management and control of Corporate Debtor has been described in the management of PLBRPL part of this plan. The Resolution Applicant has taken into account the interests of the stakeholders of the Corporate Debtor to the extent possible in (Financial Proposal). The revival of the Corporate Debtor, as envisaged under this Plan, shall contribute significantly to society and government by contributing significant direct and indirect employment and service provision opportunities in the regions, all other direct/indirect taxes. Through the implementation of this plan, the Resolution Applicant proposes to apt-size balance sheet of the Corporate Debtor and focus on operational excellence, thereby serving the society and creating significant value for all stakeholders of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r and remains unpaid in full or part; i. has not been subject to any disability, corresponding to clauses (a) to (h) above under any law in a jurisdiction outside India. G. Declaration to the effect that the Plan is not in contravention of provisions of the Applicable Law The Resolution Applicant confirms that this Plan is not in contravention of the provisions of any Applicable Law. H. Confirmation to the effect that the Resolution Plan is in compliance with such other requirements as may be specified by the Board The Resolution Applicant confirms to the effect that the Resolution Plan as submitted by The Resolution Applicant confirms to such other requirements (if any) as may be specified by the Insolvency Bankruptcy Board of India. I. Addressing the Cause of Default of Corporate Debtor The cause of default and how the Resolution Applicant is addressing such cause through this Resolution Plan has already been demonstrated above in this plan. J. Feasibility and Viability of the Plan The plan proposed by RESOLUTION APPLICANT is in compliance with IB Code and its regulations. RESOLUTION APPLICANT has proposed the upfront payment to the Financial Creditor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Rupees Fifty Lakhs Only) as initial payment. This initial payment of the resolution amount shall be done to the RP in the designated account within a period of 7 days from the Effective Date; the said amount shall be utilised for payment towards unpaid CIRP cost, Operational Creditors i.e. Kerala State Electricity Board Ltd and towards the payment to secured financial Creditor. b. Final Payment The Resolution Applicant shall make payment of the balance 50% of the resolution plan amount i.e. a sum of ₹ 50,00,000/- (Rupees Fifty Lakhs only) within 15 days from the effective date to the RP in the designated account which shall be utilised towards full and final payment to the secured financial creditors. Upon receipt of the final payment, the secured financial creditors and all other stake holders shall provide No dues Certificates to the RA and all the charges registered against the Corporate Debtor (PLBRPL) if any shall be satisfied. Infusion of funds shall be undertaken by the Resolution Applicant - INVENT from its own sources. INVENT has sufficient resources to induct more funds in the company to meet the proposed investment as well as any additional requirem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the unit is very high compared to commercial recoverability for the constituent assets and intends to restart the resort. Claims Admitted by Resolution Professional A list of creditors with claims received and admitted as on 01.01.2020 as received by resolution professional in response to the public announcement as per Information Memorandum is enlisted below. The creditor's wise details are as under: INR in Lakh Nature of creditor Amount Claimed by Creditors Amount Admitted Financial Creditors Secured Financial Creditors 2148.99 2148.99 Unsecured Financial creditors* 67.15 Rejected Sub Total- A 2216.16 2148.99 Operational Creditor (Other than Workmen and Employee and Statutory Dues) 33.45 Rejected Operational Creditor (Workmen Employee and Statutory Dues) 0.00 0.00 Operatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... proposal A synopsis of the financial proposal of the Resolution Applicant is provided below. Particulars INR Lakhs Financial Outlay Upfront payment toward CIRP cost 12.23 Payment claims and dues of various creditors other than financial creditors 2.33 Payment towards settlement of claims of financial creditors 85.44 Total 100 Source of Funds From Own Contribution of Resolution Applicant: Upfront Infusion (to be infused within 7 days of Effective 50.00 Date) Deferred Infusion (to be infused within 15 days of 50.00 Effective Date) Total 100 Basis of Settlement of Claims settlement amount to take care of all the stakeholders: Order of Priority Nature of Creditor Basis of Settlement indicative amount 1st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er, this amount will be reduced by: i. actual unpaid CIRP cost, if any ii. Operational Creditors, if any The basis of settlement of claims of various classes of stakeholders, their order of priority and their respective settlement amount is provided under: Payment of Insolvency Process Cost We have been given to understand that the company is not in operation and that all CIRP costs are being brone by met from the operations being run. However, if there is any unpaid CIRP cost, it shall have precedence on any payment under this plan. The IRP Costs shall be paid in full towards final payment of the insolvency resolution process costs payable in terms of Section 30(2)(a) of the Code. This plan provides for the payment of the CIRP cost upfront before making payment to any creditors, as per the provisions of the IB Code. Moreover, actual unpaid CIRP costs as approved by the CoC shall be paid from the total proposed payment. Payment to Financial Creditors The claims of Financial Creditors shall be satisfied in the manner set forth below: According to the information provided in the Information Memorandum, the total loan outstanding towards the se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments under the said Resolution Plan on the basis of the Information Memorandum provided by the Resolution professional. The Resolution Applicant states that the Resolution Professional shall ensure that all the assets listed under the Information Memorandum or any other assets not listed but lying somewhere including but not limited to venders/subcontractors or in the premises of lessors are made available and transferred to the Resolution Applicant without any encumbrance and in a peaceful manner. If there is any shortfall in such transfer, an amount equivalent to the value of such assets short transferred shall be reduced from the overall payment envisaged under this plan, to be made to the secured creditors. VI. In consideration of payments as above, the Secured Financial Creditors shall withdraw all enforcement actions, notices under the Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002, suits and cases filed by them against PLBRPL and its personal guarantors in various forums and shall release all securities charged to them. However, the liquidation Value due to Unsecured Financial Creditors has been considered as NIL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments made by the Resolution Applicant to the Insolvency Professional, as provided for in this part, the insolvency professional so appointed as part of monitoring committee shall hold all such payments in trust for the benefit of the respective creditors on whose behalf it has received such payments; 1. Promptly make all distributions to such creditors, as per the provisions of this Resolution Plan; 2. Be responsible for the allocation and distribution of such amounts among such creditors; 3. Submit the report to the monitoring committee. The obligation of the Resolution Applicant shall stand satisfied upon payment of such amounts to the previously notified account by the monitoring committee, as the case may be. ALL OTHER LIABILITIES AND DEBT Other Liabilities including Contingent Liabilities i. Except to the extent of payments to be made to the financial/ operational creditors or other creditors above, the Resolution Applicant and PLBRPL shall have no liability towards any Financial Creditors and/or Operational Creditors and/or any other creditors with respect to any claims (as defined under the Code) relating in any manner to the period prior to the Effec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erved that there are 3 entries as attachment on the property in the records of Registration Department. 1. Labour Court for dues of workers - Due amount not available 2. Income tax Department for tax dues of Neesa Leisure Ltd for a demand of ₹ 1,32,91,16,980/- 3. Kerala Electricity Board for dues electricity charges for a demand of ₹ 2,80,853/-. However only claim of Kerala Electricity Board has been received. Resolution Applicant shall not be liable for any payment against any liability arising out of any litigations and any other similar liabilities for which includes Liabilities on account of Bank Guarantees, indemnity bond, promissory note or any kind of promise even if not mentioned here, given to Customer or any other entity, Income Tax, Sales Tax, Service Tax, excise duty, Custom duty and any other duty, Tax, Cess, levies etc. due to Central, State or Local Government Bodies, Governing Bodies and contract remaining to be executed on Capital account whether or not mentioned in the Information Memorandum Accordingly, all cases, litigations, disputes or claims which make PLBRPL liable, presently or in future, for payment of amounts to third parties ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pproval Order, and no person shall have any further rights or claims against PLBRPL or new management in this regard. For removal of any ambiguity or any doubt, it is clarified that if any award or benefit is accruing in favour of the Corporate Debtor in relation to such litigations as mentioned in the list above or any other similar litigation; whether before or after the takeover of the corporate Debtor by the Resolution Applicant; shall not extinguish, shall stand active and shall be rightfully recovered by the Corporate Debtor. vi. By virtue of the order of the NCLT/ADJUDICATING AUTHORITY approving this Resolution Plan, new inquiries, investigations, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings will not be initiated or admitted if these relate to any period prior to the Effective Date or arise on account of the acquisition of control by the Resolution Applicant over PLBRPL pursuant to this Resolution Plan, against PLBRPL or any of its employees or directors who are appointed or who remain in employment or directorship after the acquisition of control by the Resolution Applicant over PLBRPL or pursuan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cept as provided herein, no interest shall be paid for the CIRP Period, on any claim against PLBRPL (as on the Insolvency Commencement Date) be it of the financial creditor, operational creditor or any other claim arising on account of any financial liability, operational liability or any other contingent liability or dues, demands in connection with or against PLBRPL. Treatment of Related Party Claims All claims on PLBRPL by any related party and all liabilities of PLBRPL towards any related party, as on and for the period prior to Effective Date, shall be deemed to be owed and due as of the Insolvency Commencement Date, the liquidation value of which is NIL and therefore no amount is payable in relation thereto. All such liabilities shall immediately, irrevocably and unconditionally stand fully and finally discharged and settled with there being no further claims whatsoever (against PLBRPL and/ or the new management of PLBRPL), on the Effective Date pursuant to the NCLT/ADJUDICATING AUTHORITY Approval Order. The order of the NCLT/ADJUDICATING AUTHORITY approving the Resolution Plan shall operate as automatic extinguishment of all other liabilities of PLBRPL, without the req ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filings with the Registrar of Companies for release of such securities and charges created by the company will be deemed satisfied. All corporate guarantees, indemnities, letters of comfort, undertakings (including as listed below) provided by PLBRPL, in respect of any third-party liability (including of Parent / Subsidiaries) shall stand revoked and extinguished on the Effective Date pursuant to approval of the Resolution Plan by the order of the NCLT/ADJUDICATING AUTHORITY, without the requirement of any further act or deed by the Resolution Applicant and/or PLBRPL. Claims by PLBRPL All existing and future claims by PLBRPL and all its existing and future rights, entitlement, etc. with Governmental Authorities or any other Person (including third parties) shall not be affected and shall remain enforceable after the Effective Date. Nothing in this Resolution Plan shall be deemed to affect the rights of PLBRPL and/ or the new management of PLBRPL to recover from and/or asset claims or rights against any person and there shall be no set off of any such amounts recoverable by PLBRPL or any liability of third party towards PLBRPL extinguished pursuant to this Resolution Plan. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y liability for payment of any fees or stamp duty in respect of such increase. IMPLEMENTATION AND SUPERVISION 1. TERM OF THE PLAN The term of this Resolution Plan is 15 ( Term ) from the Effective Date, within which the payments shall be made to the financial creditors and the operational creditors, and all other creditors as contemplated herein. Upon completion of Term, the Monitoring Committee shall issue a certificate of due implementation and thereafter the Monitoring Committee shall stand discharged. Note: Since entire claim has been proposed to be settled within a period of 15 days from the effective date hence the term of plan is considered accordingly. 2. APPROVALS REQUIRED FOR THE PLAN 1. NCLT/ADJUDICATING AUTHORITY The Resolution Plan of the Resolution Applicant shall be required to be approved by the NCLT/ADJUDICATING AUTHORITY under Section 31 of the IBC. 2. Companies Act However, Explanation to Section 30(2) of the Code read with MCA circular dated October 25, 2017 bearing No. IBC/01/2017 : MANU/DCAF/0093/2017 (MCA Notification) provides that there is no requirement of obtaining approval of shareholder/members of a company under insolvency, f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he NCLT/ADJUDICATING AUTHORITY within 3 months of receipt of the notice. The NCLT/ADJUDICATING AUTHORITY can approve reduction if it is satisfied that the debt or claim of every creditor of the company has been discharged or determined or has been secured or his consent has been obtained. Since the cancellation Reduction of Promoters holding and reduction of share capital of PLBRPL is contemplated as part of the Resolution Plan and will be approved by the NCLT/ADJUDICATING AUTHORITY (acting as Adjudicating Authority under the Code), such reduction would be binding on the shareholders and creditors of PLBRPL. Further, in light of Explanation to Section 30(2) of the Code read with the MCA Clarification, shareholders approval would not be required for reduction of share capital. Therefore, a separate order of the NCLT/ADJUDICATING AUTHORITY under Section 66 of the Companies Act for cancellation and/or reduction of shareholding of PLBRPL shall not be required and the cancellation and/reduction of PLBRPL's capital can be affected by way of NCLT/ADJUDICATING AUTHORITY Approval Order. The Reduction and cancellation of shares shall be applicable to the all shareholders of the com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of any approval from any agency/authority to conclude the allotment/issue of fresh issue of above equity share capital. However necessary forms (PAS 3) shall be filed with ROC for record and compliance purpose. In accordance with the General Circular No. IBC/01/2017 bearing number 30/14/2017 issued by the Ministry of Corporate Affairs, Government of India, approval of the shareholders/members of the corporate debtor/company, which would have been required under Companies Act, 2013 or any other law if the Resolution Plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation Adjustment of Implementation Provisions of this Plan has been prepared on the assumption that all necessary approvals shall be provided by the Governmental Authority concerned. In the event such approvals are not granted or in case of change in Applicable Law or under any other material circumstances, then notwithstanding anything contained herein, but without prejudice to the financial commitments set forth in this Plan with respect to each creditor of the Corporate Debtor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... but not limited to occupancy or possession by the erstwhile director/s or promoter/s or their men/agents/servants) upon implementation of the Plan; e. Issue a certificate that the Resolution Plan has been duly implemented and the payments contemplated in this Resolution Plan have been duly completed. In issuing this certificate, if a person has not collected its payment, despite the Company having notified such person, and accordingly the Company has created a special reserve for payment of such amount, it shall be deemed to be a discharge of Company's payment obligations. f. Issuance of a certificate by the Monitoring committee shall be a discharge of the Resolution Applicant from their obligation to implement this Resolution Plan in accordance with its Term. The fee payable to qualified insolvency professional who shall be chairman of monitoring committee shall be decided and borne by the Resolution Applicant. MANAGEMENT OF PLBRPL AFTER RESOLUTION 1. CONTROL OF PLBRPL BY RESOLUTION APPLICANT 1. The Resolution Applicant shall hold 100.00% shareholding in the restructured share capital of PLBRPL, as elaborated in (Restructuring of Capital). 2. After the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st with the Resolution Applicant, for the management of the day-to-day affairs, for which Resolution Applicant will identify a core operating team. At the same time the Resolution Applicant realizes that given the complexities of the business like this, the Resolution Applicant will evaluate the need of human resource to revive the company and at their option may use any existing employee /technical team member/ management personnel for the same 10. Any change in the members managing the Company shall not affect the validity and enforceability of any agreement, lease deed, contract, etc. executed by the Company with various parties, authorities, companies, etc. save and except the provisions and scope of alterations/ modifications/ amendments as also such reliefs and concessions provided to the Resolution Applicant and the Company under this Resolution Plan. 11. Immediately from the Effective Date the existing directors shall cease to be the Directors of the Corporate Debtor and the persons nominated by the Resolution Applicant shall be appointed to constitute the new Board, without any further approval from any agency/authority. Accordingly, the necessary form to be filed wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Resolution Applicant. RELIEFS AND CONCESSIONS The Resolution Applicant requests the NCLT/ADJUDICATING AUTHORITY for the reliefs and concessions set out below for the successful implementation of the Resolution Plan. By approving this Resolution Plan, the NCLT/ADJUDICATING AUTHORITY shall approve the waivers, reliefs and concessions listed below: a. The net proceeds to the secured financial creditor i.e. ARCIL is for the limited purpose of releasing the corporate guarantee of PLBRPL and shall not constitute full and final settlement of all dues payable to ARCIL by Neesa Leisure Limited. The Corporate Debtor i.e. PALM LAGOON BACKWATERS RESORTS PVT. LTD (PLBRPL) herein will be discharged on the approval and implementation of this resolution plan but, the claim of ARCIL against Neesa Leisure Limited will not be discharged. b. Direction to Tax Authorities to grant an exemption from all Government taxes, State Government taxes, Central government taxes, District taxes authorities/ Revenue authorities, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... within the meaning of/for the purpose of section 281 of the IT Act, nor any other action will be taken in respect of the said transaction under IT Act. k. Any approvals that may be required from Governmental Authorities (including tax authorities) in connection with the implementation of the Resolution Plan including on account of change in ownership / control of PLBRPL shall be deemed to have been granted on the Effective Date. l. Upon approval of the Resolution Plan by the NCLT/ADJUDICATING AUTHORITY, all non-compliances, breaches and defaults of PLBRPL for the period prior to the Effective Date (including but not limited to those relating to tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to PLBRPL from all proceedings and penalties under all Applicable Laws for any non-compliances for the period prior to the Effective Date and no interest/penal implications shall arise due to such non-compliances /defaults /breaches prior to the Effective Date. This includes, without limitation, waiver/extinguishment of any penalties / interests on account of staggered payment of statutory liabilities of the work ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment Date, the liquidation value of which is NIL and therefore no amount is payable in relation thereto. All such liabilities shall immediately, irrevocably and unconditionally stand fully and finally discharged and settled with there being no further claims whatsoever, and all forms of security created or suffered to exist, or rights to create such a security, to secure any obligations towards Operational Creditors and other creditors shall immediately, irrevocably and unconditionally stand released and discharged, and the Operational Creditors and other creditors shall waive all rights to invoke or enforce the same. q. Neither the Resolution Applicant nor PLBRPL, nor their respective directors, officers and employees appointed as on or after the Effective Date shall be liable for any violations, liabilities, penalties, interests on statutory payments and/ or fines with respect to or pursuant to any order of any Governmental Authority or on account of non-compliance of Applicable Laws by PLBRPL or due to PLBRPL not having in place requisite approvals and licenses to undertake its business as per Applicable Law. r. The business permits/ licences/or any statutory order (s) whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... past revenue, profitability records, net worth and supply and performance records or any other credentials. w. Indemnification- Resolution Applicant and the CD shall not be impacted and will be kept indemnified financially or otherwise against any of the negative impact / observation / findings of Forensic Audit. Further neither the Corporate Debtor nor the Resolution Applicant shall be made party to any of the legal cases arising out of such forensic audit. x. The 30-year lease entered with Neesa Leisure Ltd stands terminated from Effective date. y. By virtue of the NCLT/ADJUDICATING AUTHORITY Approval Order, on the Effective Date, all assets of PLBRPL, that are subject to any encumbrance, security and/or lien, whether in favour of the lenders of PLBRPL or in favour of any third party, shall stand released and/or extinguished. This would inter alia include the security mentioned in the Information memorandum of PLBRPL. z. The approval of the NCLT/ADJUDICATING AUTHORITY shall be deemed to be approval of the secured creditors for release of security and the creditors shall, within a period of 1 months from the Effective Date, take all steps, execute all documents and mak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... implication arising due to write back/write off of liabilities in the books of accounts of PLBRPL, without any impact on brought forward tax and book loss / depreciation, pursuant to this Resolution Plan, more specifically lifting of attachment from the Registration Department i. Income tax Department for tax dues of Neesa Leisure Ltd for a demand of ₹ 1,32,91,16,980/- (This will make the plan unviable) ii. Labour Court for dues of workers - Due amount not available (Further no claim filed with Resolutions Professional) c. Direction to the relevant Governmental Authority to grant exemption to the Resolution Applicant, PLBRPL and their respective directors, officers and employees appointed as on or after the Effective Date for/ from any violations, liabilities, penalties, interests on statutory payments and/ or fines with respect to or pursuant to any order of the Governmental Authority or on account of non-compliance of Applicable Laws by PLBRPL or due to PLBRPL not having in place requisite approvals and licenses to undertake its business as per Applicable Law. MISCELLANEOUS 1. Governing law The terms of this Resolution Plan shall be governed by and cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case any additional information on PLBRPL is provided to the Resolution Applicant/ discovered by the Resolution Applicant (outside Information Memorandum) which has a material adverse effect on PLBRPL. 7. Effective Date and Failure of Approved Resolution Plan The obligations of the Resolution Applicant under the Resolution Plan shall come into effect only on the Effective Date; provided however that in case the Resolution Plan is challenged before the Hon'ble National Company Law Appellate Tribunal, the Effective Date shall be extended to the date of receipt of the order of the Hon'ble National Company Law Appellate Tribunal, dismissing such appeal. The Resolution Applicant shall not bring funds into PLBRPL or take control or management of PLBRPL prior to the Effective Date. In case the Approved Resolution Plan is rejected or is not approved by the NCLT/ADJUDICATING AUTHORITY or of the approval of NCLT/ADJUDICATING AUTHORITY is set aside by the appellate authorities/or any court the Resolution Applicant will not be liable in any manner whatsoever under the Approved Resolution Plan. In such case, all the existing liabilities, including but not limited to liabili ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the event that there is any change in Applicable Laws after the date of submission of the Plan, relating to, or otherwise affecting in any manner, the corporate insolvency resolution process under the IBC or the provisions of this Plan, then the Resolution Applicants may be allowed by CoC, at any time prior to the Plan being approved by the CoC, to modify the provisions of this Plan in order to incorporate such changes. 3. CONFIDENTIALITY a. This Plan is confidential, and the Resolution Professional, the CoC, the company, and their respective affiliates, directors, officers, workmen, employees, agents, advisers and representatives shall not, without our prior written consent, make any disclosure of any information pertaining to this Plan, or the Resolution Applicants, or any information which is provided by us or our representatives, to any person (except to their own representatives, who shall maintain confidentiality with respect to any such information), except where such disclosure or announcement is required under Applicable Law or are made to their advisors/consultants, and prior written notice thereof has been provided to us. b. Until the date of passing of any ord ..... X X X X Extracts X X X X X X X X Extracts X X X X
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