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TMI Blog2023 (2) TMI 1377X X X X Extracts X X X X X X X X Extracts X X X X ..... aw. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned. In terms of the judgement of Hon ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited [ 2021 (4) TMI 613 - SUPREME COURT ], on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in, respect to a claim, which is not part of the resolution plan. Conclusion - The Resolution Plan submitted by SSIF was approved, and the tribunal issued directions for its implementation. The plan became binding on all stakeholders, including the Corporate Debtor, its employees, and government authorities. Application allowed. X X X X Extracts X X X X X X X X Extracts X X X X ..... tion 35 determined are as under: 1. Average Fair Value is Rs. 427.36. 2. Average Liquidation Value is Rs. 192.415. vii. After ascertaining the feasibility and viability of the resolution plan submitted by both the Resolution Applicants namely, TSL and SSIF, the CoC members with 81.74% voting rights in favour approved the Resolution Plan of SSIF and with 81.74% voting rights rejected the Resolution Plan of TSL. The relevant resolution is reproduced below: "RESOLVED THAT in terms of Section 30 of the IBC, 2016 and Regulation 38 of IBBI (IRP for Corporate Persons) Regulations, 2016, final binding Resolution plan submitted by Six Sigma Investment Fund on 7th July 2021 as circulated to the CoC along with detailed agenda of 24th CoC meeting held on 13th July 2021 be and is hereby approved. The amount payable by the Resolution Applicant to the creditors is as under Tenure Principal NPV CIRP 30 days Secured Financial Creditors 24 months 2,95,86,10,047.00 2,49,38,40,148.00 Unsecured Financial Creditors 30 days 4,00,00,000.00 4,00,00,000.00 Operational Creditors 30 days 2,50,00,000.00 2,50,00,000.00 Employees 30 days 1,63,89,953.00 1,63,89,953.00 Total-A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicant or any of its connected persons has not withdrawn from any resolution plan after its approval by the relevant committee of creditors. iv. present Resolution Plan is not in contravention of provisions of the Applicable Laws for the time being in force and is in strict compliance with the IBC and the CIRP Regulations. 4. Resolution Plan for the Corporate Debtor: 4.1 Summary of the Financial Proposal The Resolution Applicant proposes to take over the management and ownership control of the Company by acquiring 100% shareholding of the Corporate Debtor. The Resolution Applicant proposes a total consideration of Rs.3,04,00,00,000/- (Rupees Three Hundred Four Crores) to all the stakeholders to be paid within a period of 720 days from the effective date of this resolution plan and has kept Rs.50,00,00,000 for CAPEX and Margin for Working Capital for operations of the Corporate Debtor. The structure of the payment to the stakeholders is given hereunder: Sr. # Particulars Category Amount Admitted Proposed Distribution Upfront Payment made (as a % of Proposed Distribution) Remarks 1 CIRP Cost NA At Actuals 100% As per the certified statement containing details of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ered under the CIRP Cost. It is also submitted that in the event any Claim of the Operational Creditors is not submitted to the Resolution Professional prior to the approval of the Resolution Plan by the NCLT or such claim is rejected by the Resolution Professional or such Claim raised subsequently, however, pertains or related to period prior to the approval of the Resolution Plan by the NCLT, such Creditors will not be entitled to receive payments, if any, under the Resolution Plan with respect to such claims. ii. All the litigations/ proceedings by the creditors, whether in relation to admitted claims or not (whether present or future litigations) against the Company for the period prior to the takeover of the control and management of the Company by the Resolution Applicant, shall stand quashed and the Corporate Debtor shall no longer be required to make any payments and have no liabilities in relation to such litigations/ proceedings. 4.2 Effective Date The Effective Date of the Resolution Plan shall be the date when the Resolution Plan is approved by this Tribunal. 4.3 Term of Resolution Plan The Resolution Plan is valid for a term of 720 days till all the payments ar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion Plan Compliance (Yes / No) Section 29A Whether the Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional? Declaration u/s 29A Yes Section 30(1) Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? Declaration u/s 29A Yes Section 30(2) Whether the Resolution Plan- (a) provides for the payment of insolvency resolution process costs? (b)provides for the payment to the operational creditors? (c) provides for the management of the affairs of the corporate debtor? (d) provides for the implementation and supervision of the resolution plan? (e) contravenes any of the provisions of the law for the time being in force? Clause 3.2 Page No. 33 Clause 3.3 Page No.33-40 Clause 7 Page No. 53-54 Clause 4.2 Page No. 50. Clause 7.1 Page No. 53 Clause 8.9 Page 56 Yes Yes Yes Yes Yes Regulation 38 (1) Whether the Resolution Plan identifies specific sources of funds that will be used to pay the - (a) Insolvency resolution process costs? (b) Liquidation value due to operational creditors? (c) Liquidation value due to dissenting financial creditors? Clause 8.23 Page 66 Yes ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ittee of Creditors through incumbent Resolution Professional or any other person nominated by the CoC. The cost in this relation shall be borne by CoC and the amounts recovered under these Applications shall be distributed amongst the Financial Creditors. 6.6 The Resolution Applicant (RA) has sought reasonable period to assess the status of license. It is the duty of RA, more particularly when it claims to have enough experience in the business of Corporate Debtor, to assess this requirement at the time of submission of plan itself and no further concession can be considered. The renewable/extension shall be considered by the respective authorities in accordance and upon compliance with the procedure/formalities stipulated by the authorities. 6.7 Clause 'O' of Para 30 of the Resolution Plan has stipulated that the counterparties to any agreement shall have no right to suspend the agreements with the Corporate Debtor and shall not terminate these agreements. It is clarified that these agreement(s) shall be subject to mutual consent of both the parties for its future application. 6.8 The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xpressly provided under the Code and under any other law for the time being in force. 6.11 The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information. 6.12 The Applicant shall forthwith send a copy of this Order to the CoC and the Resolution Applicant for necessary compliance. 7. IA-886/2022: This Application has been filed by Sustainable AgroCommercial Finance Limited seeking indulgence of this Bench against the order of Resolution Professional whereby the RP has rejected the claim of the Applicant on the ground that the Applicant has not submitted its claim in accordance with the Insolvency Bankruptcy Board of India (Insolvency Regulation Process for Corporate Persons) Regulations, 2016, instead, it has filed claim in Form-C prescribed under some other Regulations. The claim was filed vide letter dated 13.10.2021 while the last date for submission of the claim was 26.10.2019. Also, the CoC approved the Plan on 09.09.2021 and the approved Plan was before consideration of the Adjudicating Authority. The Applicant has submitted that he has sent a letter dated 23.10.2020 to the RP vi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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