9911796707
TMI Blog2022 (3) TMI 1515X X X X Extracts X X X X X X X X Extracts X X X X ..... s approved by 100% CoC on 18th COC meeting held on 17.11.2021. 2. The underlying Company Petition in CP(IB)No. 355/ALD/2019 was filed by Ram Alloys Casting Pvt Ltd against the Corporate Debtor herein under section 7 of the Insolvency and Bankruptcy Code 2016, which was admitted vide order dated 24.12.2019. Mr. Sanjay Kumar Dewani was appointed as the Interim Resolution Professional ("IRP")vide order dated 24.12.2019 who was later replaced by Mr. Sumit Shukla (IBBI Reg.No. IBBI/IPA-003/IP-N00064/2017-2018/10550) as the Resolution Professional vide order dated 05.05.2020. 3. In the present matter, the period of 180-days of CIRP of the Corporate Debtor had expired on 21-06.2020, after extension of 90 days as well as exclusion of 97 days granted by this Adjudicating Authority vide order dated 09.09.2020. Further an exclusion of 91 days was granted by this Adjudicating Authority vide order dated 23.12.2020 and another exclusion of 60 days was granted vide order dated 09.07.2021and further exclusion was granted for 60 days on 25.08.2021. IBC Compliance 4. The IRP made public announcement on 27.12.2019 in Times of India (English) and Amar Ujala (Hindi) (covering Muzaffarnagar region) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that in response to the Form G the following PRAs had submitted the Expression of Interests: * Sarvottam Rolling Mills Pvt Ltd. * Shree Shailja Iron and Steels Pvt Ltd. * Ammadoes Trading & Consultants Pvt Ltd * Vishal Aggarwal, Pankaj Agarwal & Amit Garg, joint RA. 9. The Applicant issued the final list of prospective resolution applicants on 16.05.2021 wherein four prospective resolution applicants, i.e.,Sarvottam Rolling Mills Pvt Ltd., Shree Shailja Iron and Steels Pvt Ltd., Ammadoes Trading & Consultants Pvt Ltd and Vishal Aggarwal, Pankaj Agarwal & Amit Garg, joint RA were eligible to submit Resolution Plan. The last date for submission of Resolution Plan as per latest revised EOI was 05.06.2021. 10. The COC members held discussions and negotiations with all the four resolution applicants in the 14th COC meeting held on 19th June 2021 wherein the COC member asked all the resolution applicants to revise their respective plans by way of addendum affidavit. Thereafter subsequent to the negotiations held between the COC members and the PRAs, two PRAs revised their resolution plans by way of addendums on affidavit i.e., Sarvottam rolling mills Pvt Ltd. and Shree Shailja ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vt Ltd and Vishal Aggarwal, Pankaj Agarwal & Amit Garg, joint RA neither replied to RP's email dated 9th Oct 2021 nor attended the 17th COC meeting. 14. Thereafter the RA Shree Shailja Iron and Steels Pvt Ltd further revised its resolution plan by way of addendum Affidavits dated 27th Oct 2021 and 15th Nov 2021. 15. On 17.11.2021, the RP in the 18th meeting of COC discussed the Plan and placed it for voting and the same was concluded on 25.11.2021 . The Plan was approved by 100% voting of CoC. Salient features of the approved Resolution Plan 16. The Successful Resolution Applicant has confirmed that the payment of CIRP Cost, Operational Creditors and Financial Creditors in the following manner which are tabulated as below Page 37 of the Application Sl. No. Types of debts Proposed Amount and timelines 1. CIRP Cost 50 Lakhs/- upfront 2. Secured Financial Creditors Rs 1075 Lakhs (Rs 226 lakhs upfront, Rs 283 Lakhs within 180 days and 566 lakhs within 270 days) 3. Payment to dissenting unsecured financial creditor Liquidation value payable to these creditors in the event of the liquidation of the Corporate debtor and the amount payable shall be deducted from the sums al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs other than those who are related parties. Only one financial creditor who has voted in favor of the Plan. The other financial creditor (mentioned under the category of the loan from directors & relatives in the audited financial statements of FY 2017-18) also the applicant financial creditor of the CP No 355/2019 did not remove the defects / reply to the queries of the IRP / RP with respect to the claim filed by them. The directions of this Hon'ble Tribunal vide IA No 228 while disposed of on 11/8/2021 are not being complied with by the respondents and therefore the IA no 331/2021 was filed which is pending for the disposal. (d) Provides for the management of the affairs of the corporate debtor? Proposed in para 1(f) of the Resolution Plan at page 73 application seeking approval on the resolution plan (e) Provides for the implementation and supervision of the resolution plan? Propsoed in Para 1(e) of the Resolution plan, page 71 and page 74 application seeking approval on the resolution plan (f) Contravenes any of the provisions of the law for the time being in force? Provided in Para 1(g)(ii) of the Resolution Plan, page 77 application seeking approval on the r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rporate debtor; Page no 75 of the application for approval of resolution plan the RA has proposed for the forward integration strategy for the revival of the business since RA is in to trading of sponge iron and steel products. (k) change in technology used by the corporate debtor; and No such specific proposal has been made (l) obtaining necessary approvals from the Central and State Governments and other authorities.] As provided in Annexure 2, Page 88 of the application for approval of resolution plan which provides for various approvals / concessions sought by the Resolution Applicant Mandatory contents of Resolution Plan in terms of Regulation 38 & 39 of CIRP Regulations: Requirements under Regulation 38 & 39 of the CIRP Regulations Compliances and relevant Page number(s) of the IA No 374/2021 for the approval of the Resolution Plan. [(1) The amount payable under a resolution plan - (a) to the operational creditors shall be paid in priority over financial creditors; and On page 37 of the Application seeking approval on the resolution plan vide IA No. 374/2021 wherein RA has proposed upfront payment to operational creditors in the following manner:- (i) Rs. 3 Lakhs ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ions for its effective implementation; (d) it has provisions for approvals required and the timeline for the same; and (e) the resolution applicant has the capability to implement the resolution plan.] Covered in Para I of the Resolution Plan placed in page 75 to 77 of the IA No 374/2021 Regulation 39 (1) A prospective resolution applicant in the final list may submit resolution plan or plans prepared in accordance with the Code and these regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with Complied (a) an affidavit stating that it is eligible under section 29A to submit resolution plans; (c) an undertaking by the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code. Affidavit submitted by the Resolution Applicant is attached on page 94 to 97 application seeking approva ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Iron & Steels Pvt. Ltd. u/s 30(1) of the Code in compliance to the provisions of Regulation 39(c) of CIRP Regulations and confidentiality undertaking. 21. The Applicant has filed a Compliance Certificate in prescribed form, i.e., Form 'H' incompliance 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 15 at pages 174 to185 of the Application. 22. The applicant further stated that that the acquisition of the corporate debtor through revival/resolution plan do not qualify as 'Combination' define Under Section 5 of Competition Act 2002 due to threshold limit given in said section. hence, the same is not mentioned in the Resolution Plan as it does not attract the provisions u/s 5 of the Competition Act, 2002. Details of Resolution Plan/ Payment Schedule 23. 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 under the said Resolution Plan is tabulated asunder: Amount in lakhs Sl. No Type of creditors Claims Amount Admitted claim Amount pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the plan shall stand permanently extinguished. iii. On the effective date and with effect from the appointed date, all encumbrances on the assets of the Corporate Debtor prior to the plan stand permanently extinguished on completion of procedural formalities as provided in Companies Act, 2013; iv. For reliefs and concessions sought from the Government/Statutory Authorities, we direct the Resolution Applicant to approach the concerned Authorities who shall decide the issues. v. As regard to the relief prayed under various provisions of Income Tax Act, 1961, the corporate debtor/resolution applicant may approach the Income Tax Authorities who shall take a decision on relief and concessions sought by the Resolution Applicant in accordance with the provisions of Income Tax Act, 1961. vi. We further grant exemption from the provision as regard to Section 281 of the Income Tax Act, 1961, so that the transfer of assets, if any, which is to be done, in terms of provisions of the Resolution plan may be effective. vii. The Resolution Applicant shall entitled to review, revise or terminate any appointments/agreements entered into by or on behalf of the Corporate Debtor in accordan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en approved with100%voting share. As per the CoC, the Plan meets the requirement of being viable and feasible revival of the Corporate Debtor. By and large, there are provisions for making the Plan effective after approval by this Bench. 28. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations,2016. 29. 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. 30. 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. Orders 31. Subject to the observations made in this Order, the Resolution Plan in question is hereby approved. The Resolution Plan shall form part of this Order. 32. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
