9911796707
TMI Blog2020 (6) TMI 773X X X X Extracts X X X X X X X X Extracts X X X X ..... val of a Resolution Plan in respect of Print House (India) Private Limited, against whom Corporate Insolvency Resolution Proceedings (CIRP) has been initiated vide order dated 9th October 2018 in CP (IB) No.82/MB.II/2018. 2. The Applicant states that the underlying company petition in CP (IB) No.82/MB.II/2018 was filed by Print House (India) Private Limited, the Corporate Debtor, under section 10 of the Insolvency and Bankruptcy Code 2016 (the "Code"). After considering the merits of the case, the said Petition was admitted vide order dated 9th October 2018, Initially, Mr. Venkata Suryanarayanarao Nagulpati Rao (IBBI Reg. No. IBBI/IPA-001/IP-P00534/2017-18/10959) was appointed as the Interim Resolution Professional. He was later replaced by Mr. Vinit Gangwal (IBBI Reg. No. IBBI/IPA-002/IP-N0091/2017-18/10235) vide Order dated 12 October 2018. 3. The IRP made public announcements on 17 October 2018 in Loksatta (Marathi Edition) and Financial Express (English Edition) newspapers on 20 October 2019 regarding initiation of CIRP and called for proof of claims from the financial and operational creditors, workers and employees of the Company in the specified forms till 31 October 2018. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... At least 10 years of experience in managing printing business, having average annual turnover for last three years of Rs. 20 crore and above. 8. Accordingly, the first advertisement inviting EoI was published in Free Press Journal (English) and Navshakti (Marathi) on 31 December 2018, for receipt of EoI by 15 January 2019 and receipt of Resolution Plan by 01 March 2019. 9. The Applicant submits that since no resolution applicants were showing interest for submitting EoI, in the 5th CoC meeting held on 03 April 2019, the CoC members changed the eligibility criteria as follows: (a) For individuals: Net worth at least Rs. 5 crore. (b) For Corporates: Net worth at least Rs. 15 crore. 10. Subsequently, the second advertisement inviting EoI on 03 April 2019 was published in Nav Bharat Times (Hindi), The Economic Times (English) and Maharashtra Times (Marathi) for receipt of EoI by 15 April 2019 and receipt of Resolution Plan by 31 May 2019. 11. The Applicant submits that two EoIs were received in the second round, one from Mr. Shubham Jadhav and other from Ms. Sucheta Sunil Khandekar. However, both were rejected by the CoC due to non-eligibility on account of failure to meet the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thus came to Rs. 91.77 crore and Rs. 52.43 crore respectively. 19. The Applicant submits that in the 11thCoC meeting held on 17 June 2019, a resolution was proposed and passed for changing the Resolution Professional and appointing the present Applicant, Mr. Manish Kumar Baldeva, as the Resolution Professional. An application was also filed which was allowed by this Bench vide Order dated 02 August 2019. 20. The Applicant submits that an application was filed for exclusion of days from the CIRP period, which was allowed by this Bench vide Order dated 02 August 2019. Thereby the CIRP period stood extended till 01 September 2019. The present application for approval of Resolution Plan was filed on 30 August 2019. 21. The Applicant submits that on 12 August 2019, the 14th CoC meeting was held, wherein it was decided to open the sealed envelopes containing the Resolution Plans received from two prospective Resolution Applicants while the Applicant was to scrutinise the resolutions plans in accordance with the provisions of section 30 of the Code and regulations 37, 38 and 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regula ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... detail and evaluated the same based on the evaluation matrix which was approved by the CoC members. 27. The Applicant submits that after going through various aspects of both the plans during the 18thCoC meeting held on 26 August 2019, the CoC evaluated both the plans as per Evaluation Matrix determined and the plans were rated, which is as under: Sl. No. Name of Applicant Weighted Score as per quantitative parameters Weighted Score as per qualitative parameters Total score 1. Next Orbit Ventures Fund 17.82 4.62 22.44 2. Sify Technologies Limited 72.60 21.25 93.85 28. After discussion, both the plans were put to vote, and the Plan submitted by Sify Technologies Limited stood approved by the CoC. The Applicant submits the details of physical voting by CoC members during the 18th CoC meeting held on 26 August 2019 as follows: Item No. Particulars Vote by Pegasus Asset Reconstruction Pvt. Ltd. (voting share 70.05%) Vote by Sumitomo Mitsui Finance & Leasing Co. Ltd. (voting share 29.95%) Result 1 Revised final Resolution Plan submitted by Next Orbit Ventures Fund Voted against the plan Abstained from voting Rejected 2 Revised final Resolution Plan submitte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... an in terms of Regulation 37 of CIRP Regulations: Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following:- (a) transfer of all or part of the assets of the corporate debtor to one or more persons; Not Proposed by RA (b) sale of all or part of the assets whether subject to any security interest or not; Not Proposed by RA (c) the substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons; Not Proposed by RA (d) cancellation or delisting of any shares of the corporate debtor, if applicable; Not Proposed by RA (e) satisfaction or modification of any security interest; Page Nos.48 & 49 of the Resolution Plan. (f) curing or waiving of any breach of the terms of any debt due from the corporate debtor; Not Proposed by RA (g) reduction in the amount payable to the creditors; Page Nos.30 and 32 of the Resolution Plan. (h) extension of a maturity d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution Applicant has the capability to implement the resolution plan. Chapter III at Page No.14 of the Resolution Plan. 31. The Applicant submits that the successful Resolution Applicant has submitted a certificate of eligibility under section 29A of the Code. 32. The Applicant has filed a Compliance Certificate in prescribed form, i.e., Form 'H' dated 29 August 2019 in compliance with regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which has been annexed as Annexure 11 to the Application. Details of Resolution Plan/Payment Schedule 33. The Applicant submits the relevant information with regard to the amount claimed, amount admitted and the amount proposed to be paid by the Resolution Applicant, i.e., Sify Technologies Limited, under the said Resolution Plan is tabulated as under: Sr. No Financial Creditor (two in number) Amount Claimed (in Rs.) Amount Admitted (in Rs.) % share in COC Amount proposed in Resolution Plan 1 Pegasus Asset Reconstruction Pvt Ltd 46,70,70,366 46,70,70,366 70.05 40,00,00,000/- [Rs. 40 crore] 2 Sumitomo Mitsui Leasing & Finance Co Ltd 19,96,63,085 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efs sought by the Resolution applicant from the Adjudicating Authority are set out below for the successful implementation of the Resolution Plan. Some of the important ones are as under: (a) Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its implementation. (b) An order directing MIDC/Lessor to accord expeditiously their consent/ approval/ sanction/No-objection Certificate for transfer of lease in favour of the Resolution Applicant. (c) All licences, approval and consents available to the Company for conduct of its business shall be transferred in the name of and for the benefit of the Company to continue the business on a going concern basis. (d) Waiver of any income-tax and Minimum Alternate Tax (MAT) liability or consequences (including interest, fine, penalty, etc) on the Company, Resolution Applicant and its shareholders on account of various steps as proposed in the Resolution Plan. (e) Any requirements to obtain waivers from any Tax Authorities including in terms of section 79 of the Income Tax Act is deemed to have granted upon approval of this Resolution P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... judgments, decrees, injunctions, writs and orders of any Court, arbitrator or governmental agency or authority, rules, regulations, orders and interpretations of any governmental authority, Court or statutory or other body applicable for such transactions including but not limited to the Code, CIRP Regulations, Companies Act, 1956 / 2013 (as applicable), Competition Act, 2002 , Foreign Exchange Management Act, 1999 , Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009, and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, each as amended from time to time and such other law as may be applicable to the Company and the Resolution Applicant. Approved Resolution Plan means the Resolution Plan submitted by the Successful Resolution Applicant approved by the Adjudicating Authority and CoC. Associate Company means in relation to another company, means a company in which the Resolution Applicant has a significant influence in terms of the Companies Act of 2013, and includes an Affiliate of the Resolution Applicant having such influence and includes a joint venture company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t or otherwise. Designated Lender means, a member of the Committee of Creditors designated by the Committee of Creditors to perform such functions on behalf of the Committee of Creditors as stated in the RFRP or as may be prescribed by the Committee of Creditors during the Resolution Plan Process Debt shall mean, debt as defined under the IBC, due from or owed by the Corporate Debtor. Definitive Agreement shall mean the binding agreement(s), to be entered by the Successful Resolution Applicant(s) for the purposes of implementing the Approved Resolution Plan. Effective Date means the date of the Adjudicating Authority Approval Order plus 30 Business Days thereafter, being the date on which all documentation and requirements as per the Resolution Plan is completed and the Resolution Applicant is able to take complete control of the Company, its assets and its business or such other date as may be mutually decided between Resolution Applicant and the Resolution Professional. Equity mean any amount invested in the Corporate Debtor towards subscription to issued and paid up equity share capital (including share premium) and shall also include any warrants or instrume ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rectly or indirectly, has the power to direct or cause to be directed the management and policies of the said Company whether through the ownership of securities or agreement or any other arrangement or otherwise; or (v) a Company which is under common Control with the said Company. IBBI means the Insolvency and Bankruptcy Board of India Implementation Period means the period commencing from the date of the Adjudicating Authority Approval Order till the Effective Date. Information Memorandum means the information memorandum of the Company, prepared by the Resolution Professional under the provisions of Code and CIRP Regulations, as provided to the Resolution Applicant. Insolvency Commencement Date means October 12, 2018 being the date of order passed by the Adjudicating Authority, admitting the application of the Company and commencing the CIRP of the Company. Lease Agreement means lease agreement dated March 13, 2016 executed between the Company and MIDC Liquidation Value Since the liabilities are far in excess of the assets, for the purpose of this plan, the value is assigned to be NIL Mandatory Approvals means the approvals as listed in Schedule I he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the meaning ascribed to it under the Companies Act, 2013 and under the Code. SEBI means the Securities and Exchange Board of India Statutory Creditors means the Operational Creditors of the Company which are Governmental Authorities. Successful Plan means the Resolution Plan as approved by the Committee of Creditors, in accordance with the terms of this RFRP or such other additional terms as may be prescribed by the Committee of Creditors or the Applicable Laws, including documents and information, as may be required herein Successful Resolution Applicant(s) means, the Resolution Applicant(s) whose Resolution Plan is approved by the Committee of Creditors under sub section (4) of section 30 of the Code and which the Resolution Professional shall submit to the Adjudicating Authority under sub section (6) of section 30 read with regulation 39 of CIRP Regulations for approval. Virtual Data Room or VDR or Data Room means the virtual / electronic / physical data room maintained by the Resolution Professional or any person on his behalf, created for the proposed resolution applicants to access information in relation of the Company in order to conduct a due diligenc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d Information Communication Technology (ICT)solutions and service provider in India. Operating in domestic and international market, with large infrastructure facilities in Mumbai, Chennai, Noida, Bangalore, Hyderabad and telecom infrastructure across 1600 towns in India, Sify's revenue streams originate from the following segments- telecom services, data centre services, cloud and managed services, applications integration services, and technology integration services. Mr. Raju Vegesna, a technocrat, is the Chairman, Managing Director and holds about 86% stake in the Sify. Sify is listed in NASDAQ (USA) since 1999. Sify has also four wholly owned subsidiaries-Sify Technologies (Singapore) Pte Limited, Sify Technologies North America Corporation, Sify Infinit Spaces Limited and Sify Data and Managed Services Limited. 2. QUALITATIVE PARAMETERS A. Experience of the Resolution Applicant Sify Technologies Limited ("Sify") is one of the largest integrated ICT Solutions and Services companies in India, offering end-to-end solutions with a comprehensive range of products, delivered over a common telecom data network infrastructure reaching more than 1600 cities and towns in In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... applications by companies across the world, Sify has been able to build a huge funnel of customers for its data centerbusiness. The proposal by the Government of India to adopt Data privacy/data protection policies has complimented Sify's strategy to invest in data centers. The demand for data storage space has grown exponentially over the last few years with more MNCs setting up office in India. The Data Centre business is at very nascent stage with huge business opportunity. Sify is a pioneer and one of the first to adopt new business opportunities in the everchanging digital world. Sify strongly believes and has the ability to transform the slow growing printing business to establish world class Data Centre, in the process generating employment & revenue for the Government. Sify has already made Navi Mumbai as the most sought after destination for MNC and Indian Institution for storing data with 5 lac Sq.ft of DC operations. As there is huge demand for the Data Centre Space, it is prudent to transform the existing business for the benefit of all the stakeholders. This transformation will fuel digital growth, revenue and employment in the State making Maharashtra as the Tech S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 's business achieves this objective by infusing capital in a future ready IT services business while exploring viability of the printing business of PHIPL. F. Credibility of the Resolution Applicant and Connected Persons Credit opinion from banker has been included in Annexure 3. KEY MANAGEMENT PERSONNEL INCLUDE a. Mr Raju Vegesna- Chairman and Managing Director b. Mr M P Vijay Kumar - Chief Financial Officer c. Mr V Ramanujan - Company Secretary A. Experienced Operations team Sify has been in the business of providing data center services from the year 2000. From 7300 Square foot in the year 2000 to about 6,00,000 square foot of data center space in the year 2019, Sify has grown to be one of the largest datacenter providers in the country. Sify hosts many multi-national and Government organisations in the data centers.Sify has been maintaining 100% uptime in operating its data centers. We are present in Mumbai in the business of data center for over 18 years. The entire construction, operations, maintenance and 24x7 support is done by the local resident team. Currently the operations are managed at 3 facilities in the region. Sify has invested more than INR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provider catering to needs of corporate customers. Currently, Sifyhas more than 1 lakh end points connected on the network. Sify expanded the spectrum of services from network to data centers to managed services and moving up the value chain by providing applications and technology integration services. Consequently, we are covering the entire gamut of ICT requirements of enterprise customers. Sify caters to over 8000 enterprise customers. Sify has moved from being aINR544cr company in the year 2006-07 to about INR 2200 Crs in the year 2018-19, a CAGR of 17%. 6. KYC DETAILS All KYC details, Certificate of Incorporation / Registration, details of the Directors of the Resolution Applicant have been submitted with the Resolution Plan. The Resolution Applicant will provide any other details to the Resolution Professional as and when required. 7. PROMOTERS, PERSONS IN MANAGEMENT AND CONTROL AND CONNECTED PERSONS The details of promoters, persons in management/control and connected persons of the Resolution Applicant, as referred to in Section 29A of the Code, and Regulation 38(3) of the CIRP Regulations ("Connected Persons") is set-out below: Mr. Raju Vegesna Chairman a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Debtor during the implementation of the Resolution Plan", the Resolution Applicant hereby states that from the Effective Date until the appointment of the Board, the Monitoring Agent will be in the management or control of the business of the Corporate Debtor. b. On and after the Effective Date, the Resolution Applicant will implement the Resolution Plan and become the promoter of the Corporate Debtor and will be in control of the business of the Corporate Debtor. CHAPTER III - UNDERSTANDING OF THE COMPANY About business Sify understands from the Information Memorandum that Print House (India) Private Limited is based in the city of Mumbai with an infrastructure spread over 1.35 lakhs sq. feet. It is one of the India's largest print production company, with a presence of more than two decades in the printing industry. Sify further understands from the Information Memorandum that as technology improved and to economise the print productions, the Company consolidated its infrastructure to offer the support strength to its manufacturing process. Having achieved that, the Company encouraged to develop innovative technologies in the entire process of what the Company of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LS OF THE COMPANY Brief Financial of the Company as provided in the Information Memorandum and uploaded on the Virtual Data Room Particulars As at October 17, 2018 FY 2017-18 (Provisional) (Audited) Particulars As at October 17, 2018 April to Mar 12 months Equity and liabilities Shareholders' funds Share capital 66,000,540 66,000,540 Reserves and surplus (409,657,821) (303,960,276) (343,657,281) (237,959,736) Non-current liabilities Long-term borrowings 6,845,750 9,935,003 Other Long-term liabilities 19,362,052 19,362,052 Long-term provision 4,461,275 4,816,275 30,669,077 31,569,924 Current Liabilities Short-term borrowings 505,119,950 387,949,928 Trade payables 67,876,712 57,350,712 Other current liabilities 271,115,769 330,054,742 Short-term provisions 1,103,641 1,103,641 845,216,071 776,459,023 Total 532,227,868 570,069,210 Assets Non-current assets Property, Plant and Equipment Tangible asset ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted by the Lessor under the Lease Deed for a period of 95 years ("Term") computed from the first day of October 2004 subject nevertheless to the provisions of Maharashtra Land Revenue Code,1996 and the rules thereunder e. As per the Lease Deed, the Company shall on or before 20th day of October 2007 commence and at its own expense and in substantial and workman like manner and in strict accordance with plans, elevation, details and specifications approved by the Executive Engineer, in charge of the Industrial Area and the building regulations, build and completely finish fit for occupation to the satisfaction of the Executive Engineer the said building and other structures thereon at least 6200 sq. meters of plot area for the use as an industrial factory and shall obtain a building completion certificate to that effect. f. In light of the above, the Company constructed the said building and this regard obtained a building completion certificate dated May 27, 2009 from the Lessor whereby the Lessor has certified that the Company has completed the factory building on the Premises in accordance with building plans approved vide office letter No. DE/MHP(C)/R-847/2/1724 dated Octo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,113 7,21,164 - 4 Jagdish Desai 10,247 6,56,208 - 5 Kumar Vijay Sukale 7,182 5,65,164 - 6 Manoj Madhukar Gaokar 9,929 6,66,444 - 7 Datta VitthalGondhale 9,966 5,49,696 - 8 Sanjay Trimbyak Karbhari 11,235 5,55,768 - 9 Sanjay Choudhary 8,444 5,11,296 - 10 Rahul Jaitpal 10,071 6,01,464 - 11 Barkhu Safar Yadav 10,835 5,86,644 - Total 1,06,789 66,81,336 - 5.2.3. OPERATIONAL CREDITORS OTHER THAN EMPLOYEES AND WORKMEN The Company has, during the course of its business and operations, incurred operational debts from Operational Creditors. As per the Information Memorandum, the following is the list of claims filled by operational creditors which are admitted / still being verified/ under reconciliation by the Resolution Professional: Sr. No. Name of the creditor Amount Claimed Amount admitted Amount o/s as per books of accounts 1 NMMC Cess Officer 12,24,232 5,13,254 - 2 Commissioner of Customs 7,06,48,768 - - 3 Deputy Municipal Commissioner (Revenue) 8,30,44,835 - - 4 EPF 29,13,346 - - Total 15,78,31,181 5,13,254 - 5.3. CLAIMS NOT ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,981 - - 9 Kunal Enterprise Enterprises over which directors is able to exercise significant influence Sundry creditors 82,68,678 - - 10 Tanishq Enterprise Enterprises over which directors is able to exercise significant influence Sundry creditors 68,25,775 - - Total due to related parties (B) 3,42,62,795 4,69,048 5,34,700 Net amount due from related parties (A-B) 7,30,21,626 9,14,09,442 8,08,93,691 5.5. Details of Material Litigation As per the Information Memorandum, the following are the list of material litigation filed by / or against the Company: Sr. No. Financial year / Period Background 1 2014-15 Assessing officer (A.O.) passed assessment order on 29/12/2016 and determined the liability of INR 98,51,200/-. Following claims of assessee was disallowed by A.O.: a) Provident Fund b) Disallowance of payment of provident fund of earlier period c) 14A Disallowance d) Interest free advances to group concerns e) Penal interest f) Interest against fixed deposit g) Insurance claim written off h) Interest on TDS i) Prior period expenses j) TDS Credit As against the abovementioned order, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ATUS The assessment completed and refund order passed and received a refund of Rs. 1,95,656. CST- NIL 7 2009-10 Deputy Commissioner of Sales tax (E-007), passed order on 30/03/2014 and determined the liability of Rs. 3,87,06,792/- in respect of VAT and Rs. 22,25,417/- in respect of CST. As against the abovementioned order, assessee has filed an appeal with Joint Commissioner of Sales Tax (Appeals), Raigad. In Appeal matter was transferred to Deputy Commissioner of Sales tax (E-007), for assessment. CURRENT STATUS No date is fixed for hearing as on date. 8 2012-13 Deputy Commissioner of Sales tax (E-006), passed order on 09/10/2018 which was received on 20/10/2018 and determined the liability of Rs. 7,59,977/- in respect of VAT and Rs. 24,596/- in respect of CST. CURRENT STATUS No Appeal against the order passed is filed. 9 2007-08- 2016-17 Assessee has while paying TDS on Labour payment, director's remuneration etc. inadvertently deposited the TDS in wrong TAN number instead of company's TAN number. Interest on late payment of TDS for various years is also reflecting in TRACES website. TAN Number in which payment was made does not exist and therefore t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor has written a letter to make payment of Rs. 10,00,000/- on 20/07/2018 with a condition that this payment should be adjusted against principal and not against interest. CURRENT STATUS No reply of NMMC is received after letter written by Corporate Debtor on 20/07/2018. 13 2007 - 08 Cess Officer passed best judgment order on 03/07/2018 as no one has attended the assessment proceedings and determined the liability of Rs. 10,06,033 including interest and penalty. As against the abovementioned order, Corporate Debtor has filed an appeal with Deputy Commissioner of Cess, NMMC, Navi Mumbai on 23/08/2018. CURRENT STATUS Next date of hearing is not fixed till date. 14 2011 In the year 2011 following are the employees who has filed suit in labour court in Mumbai. 1 Dyandeshwar Chopade 2 Rakmi Jadhav 3 Sunil Shinde 4 Sunny Tak 5 Shivaji Kasurde 6 Baburao Ghanekar 7 Ramesh Chavan 8 Pravin Salvi 9 Santosh Gaikwad 10 Pradeep Shinde 11 Sachin Tadkar 12 Santosh D Sawant 13 Suresh Dinga Amount of their claim is not determinable as on date CURRENT STATUS Next date of hearing is not fixed till date. 15 2010 In the year 2010, Mumbai Shrami ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nderstands that following are the ongoing assessments against the Company: Sr. No. Financial Year / Period Background 1 2017-18 Notice u/s 143(2) of the Income Tax Act, 1961 was issued on 09/08/2018 for computer aided scrutiny asking for any evidence to be submitted in support of return of income filed by the Company. Corporate Debtor replied to this notice on 16/08/2018 requesting to issue the questionnaire and Notice u/s 142(1) of Income Tax Act, 1961 asking for the required details for compliance with the said notice. CURRENT STATUS As on date no reply is received from the assessing officer. 2 2014-15 Notice u/s 301 & VI B under MVAT Act,2002 and Central Sales Tax Act,1956 is received on 19/11/2018 for regular assessment. CURRENT STATUS Submission of various documents asked for is submitted on 18/12/2018, next date of hearing is not fixed yet. Order passed on 29/03/2019 but the same order is sent for rectification. 5.7. DETAILS OF THE GUARANTORS GIVEN IN RELATION TO THE DEBTS OF THE CORPORATE DEBTOR Sr. No. Name of the Guarantor Description of Relationship Beneficiary Name Amount 1 Mr. Pramod Hendre Related Pegasus Asset Reconstruction Pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve Date) Balance payment of INR 4 Cr - quarterly payment of INR 2.00 Cr each beginning from 60 days from Effective Date FC secured by charge on Plant and Machinery will be paid INR 2.5 Cr in full and final settlement within 30 days from the Effective Date Operational Creditors (Other than Statutory Dues) 0.00 No claim from operational creditor has been admitted Payment to Statutory Dues 6.90 Admitted Statutory Dues claim: 100% of admitted Statutory Claim of INR 5,13,254 will be paid an upfront payment (within 30 days from the Effective Date) EPF Claim: 100% of EPF Claim of INR 29,13,346 (based on email communication from RP dated 22 Aug'19) will be paid an upfront payment (within 30 days from the Effective Date) Statutory Dues as per RP email dated 22 Aug'19: RA agrees to set aside an aggregate amount of INR 6,56,56,440 for full and final settlement of admitted statuary claims. o RA understands (based on email communication from RP) that aggregate statuary dues being claimed and presently under verification are INR 21,88,54,800. The amount being set aside is to settle all admitted claims on pro-rata basis in case the claims exceed the amount provided for. o INR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the indicative activity schedule given in this Resolution Plan ("Payment Schedule"). Further there are quarterly instalments proposed as per payment schedule mentioned earlier. iii. The Resolution Applicant understands from the Information Memorandum that total claims of INR 15,24,12,504/- (Indian Rupees Fifteen Crore Twenty Four Lakhs Twelve Thousand Five Hundred and Four Only) by the Financial Creditor have not been filed by the Financial Creditors. We propose NIL payment towards the unclaimed amount and the dues shall be deemed extinguished. E. PAYMENT TO OPERATIONAL CREDITORS (WORKMEN AND EMPLOYEES) i. As provided by the Resolution Professional in the Information Memorandum, the workmen and employees (as Operational Creditors) have outstanding dues of INR 5,15,33,601 (Indian Rupees Five Crores Fifteen Lakhs Thirty Three Thousand Six Hundred and One Only) (which includes the amount payable as gratuity in case of discharge) which has not been claimed by workmen and employees. ii. The Resolution Applicant would like to continue employment of all employees and workmen as appearing on active rolls of the Company as per the IM shared. The Resolution Applicant however res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... grees to set aside an aggregate amount of INR 6,56,56,440 for full and final settlement of admitted statuary claims. RA understands (based on email communication from RP) that aggregate statuary dues being claimed and presently under verification are INR 21,88,54,800. a. The amount being set aside is to settle all admitted claims on pro-rata basis in case the claims exceed the amount provided for. b. INR 6,56,56, 440 is set aside for all such outstanding admitted claims (whether submitted or not submitted). These will be paid within 30 days of Effective Date. iv. In terms of the Code, the payment due to Operational Creditors should not be less than the liquidation value payable to the operational creditors in the event of a liquidation of the corporate debtor under Section 53 of the Code. This would imply that the Operational Creditors have the right to demand amounts that would be payable to them under a liquidation scenario. Resolution Applicant proposes to pay recoveries to operational creditors in similar proportion to the recoveries of financial creditors only to the extent of admitted claims by the Resolution Professional. Accordingly, the Resolution Applicant seeks ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it, an appropriate Monitoring Agent shall be appointed. 2. CAPITAL REDUCTION The entire shareholding of the Existing Equity Shareholders of the Corporate Debtor shall be subject to a capital reduction process and shall be reduced to nil and no consideration shall be paid for the same. Accounting Treatment: The equity share capital held by the Existing Equity Shareholders shall be reduced the balance shall be adjusted with accumulated losses and assets of the Corporate Debtor shall be suitably impaired to reflect the current value. Subsequent to the cancellation of the existing share capital, the entire share capital of the Corporate Debtor will be held by the Resolution Applicant. The approval of this Resolution Plan by the Adjudicating Authority shall be deemed to have all the procedural requirements as required under the Applicable Laws. For avoidance of doubt, the approval of the CoC to the Resolution Plan shall be deemed to be consent of the Financial Creditors to such capital reduction and that each of the Financial Creditors, if so required shall provide its consent in the form that is required by the Adjudicating Authority under the Applicable Laws. 3. E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a suitable management team deployed by the Resolution Applicant. 5.2 Formation of Board It is proposed that upon the Resolution Applicant acquiring control over the Company, the existing Board will be replaced by new Board of Directors constituted with adequate representation from the member of the Resolution Applicant and independent directors in compliance with Applicable Laws. 5.3 Appointment of CEO, CFO, COO and CS (a) The appointment of Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and Other Key personnel shall be decided at the appropriate time. The Resolution Applicant reserves the right to replace the key management personnel of the Company with the appropriate persons of its choice. The profile and experience statement of the proposed key management positions is set out in Chapter II of this Resolution Plan. (b) It is hereby clarified that the managerial personnel appointed by the Resolution Applicant pursuant to this Clause shall not be liable for any past noncompliances with the provisions of Applicable Laws by the erstwhile key managerial personnel of the Company. 6. MANAGERIAL COMPETENCE AND TECHNICAL ABILITIES 6.1 A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany vested in him/her, in trust and for the benefit of Resolution Applicant, and no other person or stakeholders and shall act in accordance with the instructions of the Monitoring Committee. 3.2 Replacement of the Board of Directors of the Company The Board of Directors of the Company, post the approval of the Resolution Plan by Adjudicating Authority, shall be replaced by the Monitoring Agent. 3.3 Monitoring Agent The Monitoring Agent shall be established for monitoring the implementation of the Resolution Plan. The Monitoring Agent will be comprised of two (2) members representing the Resolution Applicant, with each member representing the Financial Creditors and the Resolution Applicant, provided however that members representing the Financial Creditors, through its representatives, shall have participation in the Monitoring Agent at all times. 3.4 Monitoring Agent's Costs- The fee payable to the Monitoring Agent shall be borne out of cash flows of the business of Company against the consideration of the Monitoring Agent fulfilling the obligations under the Resolution Plan. 3.5 Consultation with Resolution Applicant (a) Notwithstanding anything to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment of assets (whether or not appearing in Fixed Asset Register) and inventories lying at different locations of Company, without prior consent of the Resolution Applicant. xvi. appointment or removal or change of the statutory auditors and internal auditors of the Company or change in any policy on financial matters such as significant accounting practices and depreciation practices; xvii. the increase, reduction, sub-division, cancellation or variation of the Company's authorised or issued share capital; xviii. provision of loans to any person; xix. formation, constitution or re-constitution of any committees; xx. not make capital expenditures other than in the ordinary course of business consistent with past practice/in excess of INR 5,00,000 (Indian Rupees Five lakhs only); xxi. not enter into or amend any agreement or incur any commitment which involves or may involve total annual expenditure in excess of INR 5,00,000 (Indian Rupees Five lakhs only); xxii. acceptance of deposits; xxiii. Prosecution or settlement of any claim or legal action, admission of any claim or giving any relief to any person or waiver of any claim against any party, grant of ind ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t shall assist and direct the Company to obtain transfer of or fresh material approvals that are required for the purpose of the operations of the Company's business in accordance with Applicable Law as a going concern (including the Mandatory Approvals identified in Schedule I). (b) Corporate Approvals of the Resolution Applicant The Resolution Applicant shall procure all necessary corporate approvals required by it to approve and perform the Resolution Plan. 5. Treatment of Workmen and Employees (i) Monitoring Agent shall within 10 (ten) days of the Adjudicating Authority Approval Order approving the Resolution Plan, notify the Resolution Applicant of the final: (a) list of workmen and employees of the Company; (b) their name, designation, job description, and undertaking of the Company to which they relate; (c) their period of service with the Company; 6. Receivables All receivables of the Company under its various arrangements, agreements and contracts with third parties and/or receivables arising out of benefits, grants, privileges provided by any Governmental Authority and/or any payments due/that will become due in the future from any third party ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... containing details of the CIRP Costs as approved by the CoC from time to time, to the Resolution Applicant, and the same will be paid in full and priority to any other creditors of the company within the timelines, given under the Code and / or CIRP Regulations, from the Effective Date. The Resolution Applicant will infuse additional funds (if needed), by way of equity or any other appropriate means, to meet the CIRP Costs. (d) The Resolution Applicant and its Group Company(ies) have sufficient funds and do not envisage any challenge in terms of source for the payments. 2. Debt owed to Financial Creditors (a) Payment Terms: (i) Payment towards CIRP Process Cost, Workmen liabilities and Operational Creditors: Payment towards CIRP Process Cost, workmen / employee liabilities and other Operational creditors claim shall be paid as contemplated in this Resolution Plan. In any event, the same shall be paid in priority over any payment to be made to Financial Creditors (ii) Payment to Financial Creditors: Financial Creditors (irrespective of whether assenting or dissenting) shall be paid the amount as outlined in this Resolution Plan after any payment towards CIRP Process C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 3. Payment to workmen / employee dues (a) The Resolution Applicant would like to continue employment of such employees and workmen of the Company as determined as suitable by the Resolution Applicant after receiving requisite details of the workmen and employees from Resolution Professional/Monitoring Agent on successful closure of the resolution process. (b) Sify is committed to putting in reasonable effort to upskills employs and engage them in future operations with a role that might be commensurate with their qualifications and experience. Sify will reserve the right to transfer employees as required based on business exigencies with reasonable terms that are not onerous vis-à-vis current terms of employment. (c) In case of any exits the retiral amount and dues as indicated in the IM shared and duly vetted by the RA shall be paid to the employees (except employees related to the promoters/directors of the corporate debtor (d) Further, the approval of this resolution plan would be deemed as a notice ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ution Applicant proposes to pay recoveries to operational creditors in similar proportion to the recoveries of financial creditors only to the extent of admitted claims by the Resolution Professional. Accordingly, the Resolution Applicant seeks a waiver of the remaining dues of operational creditors which have not been admitted by Resolution Professional. (g) Other statuary dues and funds for revival: INR 5.58 Cr. is set aside to fund to cover any unforeseen contingencies and admission of OC claims under verification currently and funds needed for revival of the company. (i) This contingency also provides for payment of any employee claims that might be admitted by the RP. (ii) If there are no such future claims as mentioned above, then the amount will be added to the payment to financial creditors. The amount will be paid in same proportion as being considered in the financial proposal. (iii) Any such claims that are under verification by the RP will be paid on a pro rate basis from this contingency fund and it is capped at a maximum of INR 5.58 Cr. (iv) This settlement will be on pro-rate basis as claims are admitted and no further payments are envisaged. (h) Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ditors, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company shall not be liable to pay any amount against such dues. All notices, ongoing assessments, appellate or other proceedings pending or threatened in relation to the Company, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall stand terminated and withdrawn and all consequential liabilities, if any, shall stand extinguished and be considered as not payable by the Company by virtue of the order of the Adjudicating Authority approving this Resolution Plan and any reassessment, revision or other proceedings under the provisions of the Applicable Laws relating to Taxes would be deemed to be barr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t, liquidated damages, and other charges already accrued/ accruing or in connection with any third party Claims) any actual or potential Creditor, vendor, contracting counterparty, Governmental Authority, claimant or any other person whatsoever (including but not limited to the Operational Creditors and its promoters, directors and other related parties of the Company and/ or the Existing Promoters) (singular as "Third Party" and collectively as "Third Parties"), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company or the Reso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in relation to any letters of credit, letters of undertaking, guarantees, counter guarantees, corporate guarantees, bank guarantees, performance guarantees or other contingent or future claims, liabilities and/or commitments of any nature whatsoever (including without limitation, the Tax, the Operational Creditor Claims and liabilities), issued by, or on behalf of, or at the behest of, the Company, or incurred or undertaken by the Company (as the case maybe), in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, whether asserted or unasserted, whether admitted or not, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or List of Creditors, will be written off in full and will be deemed to be permanently extinguished, by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons taken by, such Existing Shareholders, managers, directors, officers, employees, workmen or other personnel of the Company, and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. 9. Limit on Liability (a) Notwithstanding anything contained in this Resolution Plan, in no event the total cash payments by the Resolution Applicant or the Corporate Debtor to its stakeholders, for claims relating to a period prior to the Effective Date (including claims recognised in this Resolution Plan and claims that may arise in future), shall not exceed INR66,72,46,705 (Indian Rupees Sixty six crore seventy two lakh forty six thousand seven hundred and five only); (b) the approval of this Resolution Plan by the Adjudicating Authority, and in the case of creditors proposed to be paid pursuant to this Plan, upon the receipt by such creditors of such amounts, any and all rights and entitlements of any actual or potential creditors of the Corporate Debtor, or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, shall st ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or. (b) Banks/FIs: Financial Creditors shall be paid a sum of INR 42.5 cr. towards full and final settlement of their claims in the manner set out in the Resolution Plan. However, it is hereby clarified that such payment shall not absolve or be treated as a waiver of the obligation of the existing promoters of corporate debtor or affect the rights of the Financial Creditors to initiate or continue the proceedings against the existing promoters of corporate debtor and the Financial Creditors shall have full discretion to take such steps as they deem appropriate for recovery of such amounts from the existing promoters of corporate debtor. (c) Operational creditors (statuary dues): (i) Admitted Statutory Dues claim: 100% of admitted Statutory Claim of INR 5,13,254 will be paid an upfront payment (within 30 days from the Effective Date) (ii) EPF Claim: 100% of EPF Claim of INR 29,13,346 (based on email communication from RP dated 19 Aug'19) will be paid an upfront payment (within 30 days from the Effective Date) (iii) Admitted Statutory Dues claim All remaining claims from statuary authorities (whether admitted or not admitted) will be settled at 30% of the aggregate amo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave been extinguished. (c) Treatment of Related Party Claims All claims on the Company by any Related Party and all liabilities of the Company towards any Related Party, as on and for the period prior to Effective Date, shall stand extinguished automatically, as on the Effective Date, pursuant to the Adjudicating Authority Approval Order, without any further action or step on the part of any Person. The Resolution Applicant shall not, in any manner whatsoever, at present or in future, be directly or indirectly responsible or liable for such claims/liabilities. (d) Treatment of Contractual Claims and Liabilities Except as otherwise provided in this Resolution Plan, all liabilities (statutory or otherwise) of the Company, arising from any contractual arrangements (including manpower contracts) entered into by the Company, any claims against the Company, or liabilities of the Company, arising or having crystallised prior to the Effective Date shall be deemed to be cancelled and written off on the Effective Date pursuant to Adjudicating Authority Approval Order. Further, any claim against the Company, arising from any contractual arrangements (including manpower contracts), ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (c) this Resolution Plan is feasible and viable; (d) this Resolution Plan has provisions for its effective implementation; (e) this Resolution Plan has provisions for approvals required and the timeline for the same; and (f) the Resolution Applicant has the capability to implement the Resolution Plan. CHAPTER VIII - RELIEFS AND CONCESSIONS, DIRECTIONS AND KEY ASSUMPTIONS 1. RELIEFS AND CONCESSIONS Part A: As discussed with CoC In addition to the approval sought hereinabove, the Resolution Applicant requests the Adjudicating Authority for the reliefs and concessions set out below for the successful implementation of the Resolution Plan. By approving this Resolution Plan, the Adjudicating Authority shall approve the waivers, reliefs and concessions listed below: (a) Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its implementation, including particularly for increase in the authorised capital and cancellation / reduction in the paid-up share capital as envisaged under the Resolution Plan. (b) An order directing MIDC / Lessor to accord expeditiously thei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) The Company and the Resolution Applicants hall be granted an exemption from all taxes, 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 the Resolution Plan unviable. (b) All Governmental Authorities, including but not limited to the RBI, the Ministry of Environment, the Central and State Pollution Boards to waive any noncompliances by the Company on or prior to the Effective Date. (c) Waiver of any property tax, whether or not claimed, whether or not filed, whether or not crystallised, whether or not accrued, whether or not admitted, whether or not notional, whether or not known, whether due or contingent, whether or not disputed, present or future, whether or not being adjudicated in any proceedings, whether or not decreed, whether or not reflected in the financial statements of the Company, or whether or not reflected in any record, document, statement, statutory or otherwise, arising prior to the Effective Date shall be deemed to have been irrecoverably waived and permanently extinguished and written off in full with effect from the date of Adjudic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with this Resolution Plan, shall be deemed to have been irrecoverably waived and permanently extinguished and written off in full with effect from the date of Adjudicating Approval Order. To give effect to such waiver and extinguishment, any contract, agreement, deed or document, whether oral or written, expressed or implied, statutory or otherwise, pursuant to which any such dues, liabilities, obligations, claims, counterclaims, demands, actions, penalties, right, title or interest in claimed (other than as specifically mentioned herein) shall stand modified with effect from the date of Adjudicating Approval Order without any further act, deed and approval of the Resolution Plan by Adjudicating Authority shall be deemed to be sufficient notice which may be required to be given to any person for such matters and no further notice shall be required to be given. (f) The Ministry of Corporate Affairs and/ or the Adjudicating Authority shall exempt compliance with the provisions of Chapter XV of the Companies Act, 2013 (and the corresponding rules issued under the Companies Act, 2013), in respect of schemes of arrangement contemplated under the Plan. The Company shall be granted wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or to the Effective Date such as any kind of existing and/or future litigation/assessment/scrutiny/contingency etc., (k) From the Effective Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, proceedings in connection with the Company or affairs of the Company, including proceedings before any courts, tribunals, authorities, pending or threatened, present or future in relation to any period prior to the Effective Date, or arising on account of implementation of this Resolution Plan shall stand withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets of the Company or the profit and loss account statements of the Company will be deemed to have been written off fully, and permanently extinguished and no adverse orders passed in the said matters should apply to the Company or the Resolution Applicant. Upon approval of this Resolution Plan, all new inquires, investigations, notices, suits, claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the Comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. This would include waiver of any Tax and MAT liability on account of purchase of Equity Shares of the Company from selling shareholders, waivers of MAT and income tax implication arising due to hiving off of surplus/ obsolete assets, sold for raising money to make balance payment and waiver of MAT and income tax implication arising due to write back/ write off of liabilities in the books of accounts of the Company, without any impact on brought forward tax and book loss/ depreciation, pursuant to this Resolution Plan. Appropriate directions from the Adjudicating Authority shall be issued to Tax Authorities ensuring compliance in this regard. 3. KEY ASSUMPTIONS, CONDITIONS (a) This Resolution Plan has been prepared solely on the basis of the: (i) information provided in the Information Memorandum, (ii) information provided by the Resolution Professional to the Resolution Applicant, (iii) on the assumptions set out in this Chapter, (iv) acceptance of the Resolution Plan in its entirety including grant of approval for directions, reliefs and conc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company arising during the CIRP Period shall have been duly discharged by the Company and/or the Resolution Professional; xi. All taxes relating to the Company's business and operations up to the Effective Date have been duly discharged. CHAPTER IX - MISCELLANEOUS 1. GOVERNING LAW The Corporate Debtor and the new management shall be governed by the laws of India giving effect to Adjudicating Authority order approving the Resolution Plan and any agreements, documents and instruments executed in connection with the Resolution Plan 2. ACCOUNTING On and after the Effective Date, to give effect to the Resolution Plan, the Resolution Applicant shall be permitted to draw upto 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) such that it truly reflects the claims verified and the realisable, fair value of the assets as may be determined by the board of directors of the Resolution Applicant. For this purpose, the Resolution Applicant shall be permitted to carry out necessary write off of assets, creation of additional liability or expenses or write back of liability or provision of (as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r increased financial liability for the Resolution Applicant. 5. ASSIGNMENT BY CREDITORS If at any time before the Adjudicating Approval Date, any creditor transfers / assigns its loans / debts to any other person or third party, such assignee / transferee shall be bound by the terms of this Resolution Plan. 6. SEVERABILITY (a) In the event it is determined that any provision of the Resolution Plan is unenforceable either on its face or as applied to any claims or transaction and/or in the event any provision of the Resolution Plan becomes invalid for reasons other than by breach of any party, the new management of the Corporate Debtor may apply to the Adjudicating Authority for appropriate modification of such provisions of the Resolution Plan, to satisfaction of the Adjudicating Authority, and such invalidity and/or unenforceability of the provision of the Resolution Plan shall not render the whole Resolution Plan ineffective, unless otherwise directed by the Adjudicating Authority by order. (b) In case any such modification is required in the Resolution Plan after the receipt of Adjudicating Authority approval, to comply with any laws currently in force or to appl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... its implementation, the Financial Creditors of the Corporate Debtor who approved the Resolution Plan shall support the Resolution Applicant for the approval of the Resolution Plan and shall object to any opposition to such Resolution Plan. Financial Creditors shall promptly provide for satisfaction of all the charges and issuance of no objection certificate to the Resolution Applicant after due payment, as per the terms of this Resolution Plan, to the Financial Creditors 10. EFFECT OF THE ORDER OF ADJUDICATING AUTHORITY A certified copy of the Approved Resolution Plan shall constitute conclusive evidence of the rights and entitlements of the Company as provided in the Resolution Plan and subject to making the payments as contemplated in the Resolution Plan, the settlement of claims with the Financial Creditors proposed to be paid and discharge and extinguishment of all other claims and obligations, rights and entitlements of dissenting financial creditors, operational creditors and other creditors in accordance with the Resolution Plan by deemed satisfaction, discharge or extinguishment. A certified copy of the Approved Resolution Plan shall, where applicable, constitute conc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n or vote of the CoC who shall stand discharged in accordance with the Resolution Plan. 12. DECLARATION TO THE EFFECT THAT THE RESOLUTION PLAN IS NOT IN CONTRAVENTION OF PROVISIONS OF ANY APPLICABLE LAW The Resolution Applicant declares that this Resolution Plan is not in contravention of the provisions of any applicable laws. 13. STATEMENT IN RELATION TO HOW THE RESOLUTION PLAN HAS DEALT WITH INTERESTS OF ALL STAKEHOLDERS, INCLUDING FINANCIAL AND OPERATIONAL CREDITORS OF THE COMPANY As set out above in the Resolution Plan, the Resolution Plan for the Company has dealt with the interests of all the stakeholders in the Company, including the Financial Creditors (whether consenting, dissenting or abstaining) and Operational Creditors of the Company. Unless otherwise expressly stated in this Resolution Plan, no creditor, existing shareholder or any other stakeholder of the Company shall be entitled to receive any settlement more than the proportionate settlement payable to a similarly placed class of creditors, shareholders or stakeholders, as stated in this Resolution Plan. 14. BINDING EFFECT On and with effect from the Effective Date, the Approved Resolution Pla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rms of the Resolution Plan anytime post such amendment to the Code and/or the CIRP Regulations. 3. All claims as disclosed and finalised in the Information Memorandum are treated as conclusive and the Resolution Applicant shall be absolved of any liabilities or obligations in respect of or in relation to any claims or liabilities that are not disclosed in the Information Memorandum even if such claims or liabilities are submitted post the submission of the of this Resolution Plan. 4. We have not conducted any title searches on the said properties of the Company and on the basis of the information as provided in the Information Memorandum and via the Data Room we understand that the Company has valid right, title and interest (direct or beneficial) over such properties. 5. All cases, disputes, proceedings pending or instituted against the Company and/or its assets shall stand withdrawn and are deemed to be withdrawn upon approval of the Resolution Plan and the respective stakeholders shall co-operate and do all such acts and deeds necessary to comply with the same. 6. Any breach, contractual or otherwise, in relation to business of Company are deemed to be waived off and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the RFRP shall be subject to the acquisition of the Mandatory Approvals as set out in Schedule I. 15. Conflict In the event of any repugnancy or inconsistency between this Resolution Plan and any other documents, the provisions contained in this Resolution Plan shall prevail for all purposes and to all intents. 16. Entire Resolution Plan The Resolution Plan along with its Schedules, Annexures and Appendices constitutes the entire resolution plan of the Resolution Applicant within the meaning of Section 30 of the IBC and Regulations 38 of the CIRP Regulations and supersedes and cancels any prior oral or written plan, agreement or understanding in this regard. ANNEXURE C * Information of the Resolution Applicant, its directors and their related parties Sr. No. Particulars Details 1 Name of the Resolution Applicant with Corporate Identification Number (CIN) Sify Technologies Limited CIN - U72200TN1995PLC050809 2 Complete address of the Registered Office of the Resolution Applicant Tidel Park, 2nd Floor, No. 4, Canal Bank Road, Taramani, Chennai - 600113 3 Name of the Directors The Directors as on 8th July 2019: S. No. Name of the Directo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... td 9. V.R.R. Agrotech Pvt Ltd 10. Satya SravanthiAgro Farms Pvt Ltd 11. AnanthaKoti Raju Developers Pvt Ltd 12. Raju Vegesna Developers Pvt Ltd 13. Ramanand Developers Pvt Ltd 14. V.A.L.S. Developers Pvt Ltd 15. V.R.R. Shelters Pvt Ltd 16. Aarti Realtors (India) Pvt Ltd 17. KKAAR Farms & Developers Pvt Ltd 18. Silver Hill Town Farms & Developers Pvt Ltd 19. Raju Vegesna Properties (India) Pvt Ltd 3. T H Chowdary 1. Tera Software Limited 2. Softsol India Limited 3. Sify Data and Managed Services Ltd 4. C B Mouli 1. Nagarjuna Fertilisers and Chemicals Limited 2. Jaiprakash Engineering and Steel Company Limited 3. Sify Data and Managed Services Ltd 4. Ammana Equity Fund Private Limited 5. Nagarjuna Foundations 6. Royal Taxation and Accounting Consultants Private Limited 5. Arun Seth 1. Narayana Hrudayalaya Limited 2. Servion T Global Solutions Ltd 3. Usha Breco Limited 4. Jubilant Life Sciences Limited 5. Hunger Inc Brands India Pvt Ltd 6. Pahle India Foundation 7. Hunger Inc Hospitality Pvt Ltd 8. Nudge Lifeskills Foundation 9. Naffa Innovations Private Ltd 10. Informage Advisory LLP 11. Trinetra Business Advis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nverting the building that houses the printing facility and the facility that is sub-leased to tenants, into data centers. Sify has carried out assessment of the plant and machinery at the manufacturing facilities of the company and understands that many of the existing plant and machinery has not been upgraded since their initial installation in 2008-10. Further we also understand that many of the existing plant and machinery was purchased in second hand and may now be old and obsolete and hence unsuitable to create a modern printing enterprise in the current setup. Sify is therefore considering transforming the existing infrastructure to a world class date centre which will entail additional capital investment in infrastructure, human resources and technology all of which will lead to significantly enhancing the scale of operations being managed at the current facilities. Sify will be investing additional capital to convert these building into data center pods. The expected initial capital investment is around INR 90 Cr. The assessment of investment to be made, capacity to be created and the capacity that could be sold can be done only after detailed assessment of the structur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed for the construction, operation and maintenance of the data centers from local suppliers to the extent available. Further, the data centerservices are offered from India to both Domestic and International customers. The future expansion of capacity in relation to facility and power will be focused towards maximising the philosophy of Make in India. Sify's data center investment will have multiplier effect on the local economy contributing to the national development. 4. Attract and invest in local talent pool: Sify's investment in data center facilities will create direct and indirect employment for more than 150 people, which will be from the local talent pool. Any expansion of the facility and services will lead to more employment opportunities in the state. 5. Maximise value for stakeholders Sify drives to create value for all the stakeholders involved. Sify has not defaulted on repayment of its borrowers and creditors. Sify believes in developing business models that benefits the local community with employment opportunities without damaging the environment, Government to increase revenues, customers to receive best in class services, suppliers to be sustainable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t be able to possess skill sets to be absorbed in the leasing or information technology business) will be demerged as allowed by the IBC amendment 2019." * FINDINGS 39. On hearing the submissions made by the Ld. Counsel for the Resolution Professional, the Resolution Plan in hand satisfies the minimum threshold of approval by 66% majority of the CoC. Hence, as per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench. 40. As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code. 41. Further, in case of non-compliance of this order or withdrawal of Resolution Plan, the CoC shall forfeit the EMD amount already paid by the Resolution Applicant. 42. Subject to the observations made in this Order, the Resolution Plan in question is hereby APPROVED by this Bench. 43. The Resolution Plan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eing the promoters of the Corporate Debtor and also its guarantors, are clearly interested parties in the CIRP of the Corporate Debtor. They further contend that they are entitled to bring the defects and illegalities blighting the Resolution Plan and the decision-making process. 48. The premises on which the Applicants herein build up their case are, amongst others, the following: - (a) The business of the Resolution Applicant is in the field of information and communications technology. It is engaged in providing end-to-end Information & Communications Technology (ICT) solutions including telecom services, data centre services, cloud and managed services, transformation integration services and application integration services. (b) For the last nineteen years, the Resolution Applicant has been running a data centre from the premises directly adjacent to the properties from which the Corporate Debtor had been carrying on its business. The Resolution Applicant has no experience in running a printing business, which is the primary business of the Corporate Debtor. (c) Therefore, the Resolution Applicant does not intend to continue the existing business of the Corporate Debtor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... erstwhile business of the Corporate Debtor, especially when there is obsolescence of the business pursued by the Corporate Debtor. 51. Therefore, having heard at length the submissions on behalf of the Applicants in MA 3137/2019, we are of the view that the same cannot be sustained. Moreover, we are bound by the Hon'ble Supreme Court's judgments in K. Sashidhar v Indian Overseas Bank & others, (2019) 12 SCC 150, decided on 05.02.2019 and Committee of Creditors of Essar Steel India Limited v Satish Kumar Gupta & others, (2019) SCC Online SC 1478, decided on 15.11.2019 where the Hon'ble Supreme Court has laid down that the limited judicial review available to the Adjudicating Authority is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; that the interests of all stakeholders including operational creditors has been taken care of. The commercial wisdom of the Committee of Creditors which has approved the Resolution Plan should be respected, subject to the limited judicial review that is available to us. 52 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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