18th June, 2024 Approval of Resolution Plan - Sanmati Pressings Private Limited [IA-182/2024 in CP(IB)-360/2022] (771.88 KB)
IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV LA. No. 182 of 2024 IN C.P, (TB) No. 360/MB/2022 Under Section 30(6) of the Insolvency and Bankruptcy Code, 2016. CS Anagha Anasingaraju, Resolution Professional ह ... Applicant Inthe matter of C.P. (IB) No. 360/MB/2022 Janaseva Sahakari Bank Limited .. Petitioner v/s, M/s. Sanmati Pressings Private Limited .. Respondent Order Pronounced on: 29.04.2024 Coram: Ms. Anu Jagmohan Singh ; Mr. Kishore Vemulapalli Hon'ble Member (Technical) Hon’ble Member (Judicial) Appearances: For the Applicant Mr. Avinash Khanolkar, Ld. Counsel for the Applicant. For the RP (8) 17% CS Anagha Anasingaraju, Ld. & . es | Counsel for the RP. (Through VC)
MUMBAIBENCH —IV : LA. No, 182 of 2024 IN C.P (IB) 360/MB/2022 ORDER The instant application has been filed on 28.12.2023 by CS Amagha Anasingaraju, the Applicant Resolution Professional (“RP”) of M/s. Sanmati Pressings Private Limited (“Corporate Debtor”), under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafier referred to as the “IBC, 2016”) on behalf of the Committee of Creditors seeking approval of the Resolution Plan submitted by M/s. Platemasters (the “SRA / Successful Resolution Applicant”) and approved by 100% (one-hundred percent) of the voting share of the members of the Committee of Creditors (hereinafter referred to as “CoC”) of the Corporate Debtor herein. The brief facts of the Application are as follows: 2.1 Pursuant to the captioned petition bearing C.P. (TB). No. 360/ MB/2022 filed by Janaseva Sahakari Bank Limited (“Financial Creditor”) u/s.7 of IBC, 2016, this Tribunal was pleased to initiate Corporate Insolvency Resolution Process (“CIRP”) of the Corporate Debtor herein vide Order Anasingaraju (BBI Reg. No.: IBBI/IPA-002/ TP-N00247/2017- 18/10732) was appointed as Interim Resolution Professional (“IRP”). The said IRP caused a public announcement to be made, informing the commencement of CIRP of the Corporate Debtor, and thereby invited claims from stakeholders of the Corporate Debtor, and the CoC was constituted accordingly. 2.2 The First Meeting of the CoC was called by the IRP on 17.02.2023, wherein the said IRP was confirmed as the Resolution Professional (“RP”) thereto. The said appointment was duly confirmed by this Bench vide Order dated 28.02.2023. Page 2 of 23
2.3 24 2.5 MUMBAI BENCH -IV : LA. No, 182 of 2024 IN C.P (IB) 360/MB/2022 The Applicant RP submits that a total of twelve CoC meetings were held during the CIRP period. During the intervening period, the Applicant RP published FORM-G ie. Notice inviting Expression of Interest (“EOI”) for submission of Resolution Plan for the Corporate Debtor. Accordingly, the said FORM-G was published in two newspapers viz. ‘Indian Express’ (English) and ‘Loksatta’ (Marathi) dated 09.03.2023. Pursuant to the same, the last scheduled date of submission of EOIs was fixed as 24.03.2023. However, only one EOI was received pursuant to the publication of the said Form-G and thus, the Applicant RP published a fresh EOI in three newspapers viz, ‘Daily Indian Express’ (English), ‘Dainik Loksatta’ (Marathi) and ‘Dainik Gavakari’ (Marathi) dated 08.04.2023 _ Pursuant to the said publication, three (3) EOIs were received and accordingly, a final list of Prospective Resolution Applicant(s) (“PRA”) was prepared and, upon deliberation(s), duly circulated among members of the (0९:०7 08.05.2023. Subsequent to the same, the RP called Fourth Meeting of CoC dated 05.05.2023 for finalisation and issuance of Evaluation Matrix, Request for Resolution Plans (“RERP”) and Information Memorandum (“IM”). The said RFRP was circulated amongst the PRAs, for submission of their Final Resolution Plan for the Corporate Debtor. The Applicant RP submits that pursuant to an extension of 90 days in Interlocutory Application bearing LA. No. 3184 of 2023; The Resolution Plan submitted by a consortium of ‘Sint. Nakshatra Laxman Ganage with Shri. Sujay Laxman Ganage’ stood rejected and thus, the CoC opted for third round of EOI and accordingly, a fresh notice dated Page 3 of 23
MUMBAI BENCH -IV है LA. No. 182 of 2024 IN C.P (8) 360/MB/2022 in sub-para (2.4) hereto. In light thereof, the final list of PRAs was prepared and, upon deliberation(s), duly circulated among members of the CoC on 28.09.2023. Additionally, the Applicant RP had further sought an extension of 60 days w.ef 18.10.2023 and the same was Application bearmg LA, No. 5218 of 2023. Following the said extension and in accordance with the CIRP thereto, the Applicant RP caused to issue the IM and RFRP to the respective PRAs on 30.09.2023, thereby inviting their respective Resolution Plans. 2.6 Upon examination of the Resolution Plan submitted pursuant to the same, and after being duly satisfied with the requisite compliances thereof during the twelfth. meeting of members of CoC dated 29.11.2023; The Resolution Plan submitted by M/s. Platemasters stood approved with 100% of the voting share and it was thus declared as the Successful Resolution Applicant (“SRA”) for the Corporate Debtor in the (adjourned) twelfth meeting held on 05.12.2023. 2.7. The Applicant RP hereby submits that the Resolution Plan approved by the CoC is in compliance with the legal requirements mandated. under IBC, 2016 as mentioned hereinafter: a, Compliance with S. 30 (2) (a): The SRA has provided that payment of CIRP Cost will be paid at Actuals as on effective date within 25 days from the Effective date. And therefore, the proposed Resolution Flan is in compliance of the said provision (Clause 8.2 of the Proposed Plan). 5. Compliance with S. 30 (2) (6) The SRA has provided that towards the claims of the Operational Creditors in following manner: eon Ke Page 4 of 23
i ii. tii. iy. MUMBAI BENCH -IV LA. No, 182 of 2024 IN C.P (IB) 360/MB/2022 Government Dues: The SRA has proposed a payment of 0.62% of the Admitted claim amount towards payment of the Government Dues within 25 days from the Effective date (Clause 8.5 of the Proposed Pian). : Other Operational Creditors: There are no claims received by the Applicant from other Operational Creditors of the Corporate Debtor which are admitted. Further, till date no Operational Creditor has approached to this Hon'ble Bench seeking reliefs related to its Claim. Therefore, the question of giving treatment to the other Operational Creditor does not arise. Dissenting Financial Creditor: The SRA has proposed a fair and Equal distribution as per the provisions of S. 30 (2) (b) (i) vide clause 8.4 (4) of the proposed Resolution Plan in priority over the payments offered to the Assenting Financial Creditors. However, there are no dissenting Jinancial creditors. . In accordance herein-above it is stated and submitted that the proposed Resolution Plan is in compliance with the provisions of S. 30 (2) (b). Further, the SRA has proposed a payment of 45.10% of the admitted claim amount towards Secured Financial Creditors of the Corporate Debtor which includes CIRP cost and regulatory fees. It is stated and submitted that as per the Valuation Reports of the Corporate Debtor in the event of Liquidation, the average Liquidation fair value is = 8,78,77,760/- and whereas under the proposed Plan the Secured Financial Creditors are offered a payment of = 14,15,00,000/- including the CIRP cost and regulatory fees against admitted claim of ® 31,37,24,820.13/- of the Financial Creditors. Therefore, the proposed Resolution Plan is in compliance with the provisions of S. 30 (2) (8) which provides the higher payment than that of Liquidation value. Page 5 of 23
MUMBAI BENCH —IV है LA. No. 182 of 2024 IN C.P (1B) 360/MB/2022 c. Compliance with S. 30 (2) (६): It is stated and submitted that the proposed Resolution Plan in clause 11.4. provides for the change in management and shareholding of the Corporate Debtor and therefore the proposed Resolution Plan is in compliance with the said provision. d. Compliance with S. 30 (2) (@): It is stated and submitted that the proposed Resolution Plan in clause 11.2. provides for formation of ‘Monitoring Committee’ consisting of the Applicant, one member from the CoC and one nominee from the SRA to supervise the implementation of the Resolution Plan. Accordingly, it is stated and submitted that the proposed Resolution Flan is in conformity of the said provision. e. Compliances with S. 30 (2) (8) & 6). It is stated and submitted that the SRA has not provided anything and / or sought approval to anything which is against / contrary to any Law for time being in force. The SRA has asked certain reliefs and concessions from this Hon’ble Bench which would completely be at discretion of this Hon’ble Bench and therefore the proposed Resolution Plan is not contrary to any Law for time being in jorce. जी. Further, the proposed Plan in Clause 7.4, provides jor the terms of ‘Addressing cause of default’. And therefore, the proposed Resolution Plan, in opinion of the Applicant, is in compliance with the provision of Regulation 38 (3) (a) of the CIRP Regulations, g. Further, the SRA has proposed to infuse fund for implementation of the Plan through its Personal Sources and Credit Facilities which will be availed from Union Bank of India or any other Financial Institutions. It is stated and submitted that as on 31.03.2022 the SRA is having net-worth of % 11.54 Croves. Further, the SRA is in similar line of business since year 11992 and therefore the SRA is having relevant expertise to run the business Page 6 of 23
MUMBAI BENCH -IV LA. No, 182 of 2024 IN C.P (B) 360/MB/2022 of the Corporate Debtor. Therefore, in opinion of the Applicant as well as the CoC the proposed Plan is viable and feasible as per the provisions of Reg. 38 (3) (b) and (e) of the CIRP Regulations. In this regard, the SRA has provided, in-Principal Sanction letter issued by the Union Bank of India is annexed herewith as Annexure 11. h. Further, the proposed Resolution Plan in clauses 11.2. and 11.4 and 14 provides mechanism for the effective implementation and timelines for approvals required. Therefore, in opinion of the Applicant as well as the CoC the proposed Plan is viable and feasible as per the provisions of Reg. 38 (3) (6 and (d) of the CIRP Regulations. 3. The Resolution Applicant viz M/s. Platemasters is in the business of sheet metal components market for the automobile segment, and has confirmed that it is eligible to submit Resolution Plan as per Section 29A. of Insolvency and Bankruptcy Code, 2016. 4, As per the Applicant RP, the Fair Value and Liquidation Value determined by the Registered Valuer are as follows: Fair Value: INR. 10,91,30,510.00 /- (Rupees Ten crores, ninety-one lakhs, thirty thousand, five hundred and ten only) Liquidation Value: INR. 8,78,77,760.00 /- (Rupees Eight crores, seventy-eight —_lalchs, seventy- seven thousand, seven hundred and sixty only) Page 7 of 23
IN THE NATIONAL COMPANY LAW FRIBUNAL MUMBAIEBENCH -IV हिc LA. No, 182 of 2024 IN 5. The key features of the Resolution Plan for Corporate Debtor submitted by the Resolution Applicant viz. M/s. Platemasters is summarized below: | ot Asa % of Sr. . Amount Amount | Amount Offered amount No. | Particulars | Claimed @) || admitted ° & admitted 1 | CIRP Costs At Actuals At Actuals Secured Financial = 14,15,00,000/- 2 Creditors | 31,37,24,820 | 31,37,24,820 * 45.10% Unsecured Financial ; 3 Creditors Nil Nil NA 0.00% 4 | Workmen Ni Nil NA 0.00% 5 | Employees Nil Nil NA 0.00% Statutory 6 | Dues 13,23,12,641/- | 13,20,02,643/- & 8,07,768/- 0.62% Operational : 7 Creditors 4,62,765 Nil NA 0.00%
= 44,65,00,226 | 44,49,87,608 | %14,23,07,768/- | 31.87% 6. Furthermore, the Resolution Applicant has proposed to implement the Resolution Plan in full as per the timelines provided hereinafter: Sr. | Description |: ~Amount (रे) | Timelines — No. ; ie 1 Towards unpaid CIRP costs 11 At actuals Within 25 days of effective date 3 Towards statutory dues under 8,07,768.00 Within 25 days of the Plan effective date Page 8 of 23
MUMBAIBENCH -IV 1.6. No, 182 of 2024 IN 0.7 (1B) 360/MB/2022 3 | Upfront First Tranche payment 7,07,50,000/- Within 30 days of to financial creditors effective date 4 Second Tranche payment to 7,07,50,000/- Within 90 days of financial creditors effective date 5 Towards Working Capital As and when Staggered — as and required when required 7. The Learned Counsel for the Applicant Resolution Professional has annexed a certificate of the Form-H to the Application, under Regulation 39(4) of the CIRP Regulations, 2016 to certify that the Resolution Plan has approved by the CoC meets all the requirements of the IBC and its Regulations, as extracted hereto: FORM H COMPLIANCE CERTIFICATE )Under Regulation 39)4( of the Insolvency and Bankruptcy Board of India )insolvency Resolution Process for Corporate Persons( Regulations, 2016 1, Anagha Anasingaraju, an insolvency professional enrolled with ICSI Institute of Insolvency Professionals and registered with the Board with registration number IBBI/IPA-002/1P-N00247/2017-18/10732, am the resolution professional for the corporate insolvency resolution process }CIRP( of Sanmati Pressings Private Limited. 2. The details of the CIRP are as under: 51,1४0. ..
कंएरॉक्ाuड Description . © 1 Name of the Corporate Debtor Sanmati Pressings Private Limited 2 Date of Initiation of CIRP 20 January 2023 3 Date of Appointment of IRP 20 January 2023 4 Date lee of Public Announcement 22 January 2023 5 NN CoC 10 February 2023 ie दिy कर 7 Page 9 of 23 ogra, 861 8४
MUMBAIBENCH -IV LA. No. 182 of 2024 IN C.P (8) 360/MB/2022 | | Date of First Meeting of CoC 17 February 2023 7 Date of Appointment of RP 17 February 2023 8 Date of Appointment of Registered Valuers RV Archana Date (L&B)
- 18 Feb 2023 RV Abhishek Joshi (L&B) - 20 Feb 2023 RY Ruchita Bhonge (P&M) - 20 Feb 2023 RV Mangesh Ketkar (P&M) - 18 Feb 2023 RV Sanket Deshpande (SFA) ~ 13 June 2023 Experity Advisors LLP (SFA) - 13 June 2023 9 Date of Issue of Invitation for Eol
- 09 March 2023
- 08 April 2023
- 27 August 2023 10 Date of Final List of Eligible Prospective Resolution 1, 08 May 2023 Applicants 2, 28 September 2023 Il Date of Invitation of Resolution Plan
- 08 May 2023
- 30 September 2023 12 Last Date of Submission of Resolution Plan
- 12 June 2023
31 October 2023 13 Date of Approval of Resolution Plan by CoC 05 December 2023 14 Date of Filing of Resolution Plan with Adjudicating To be submitted Authority 15 Date of Expiry of 180 days of CIRP 19 July 2023 16 Date of Order extending the period of CIRP 1, 27 July 2023 2. 21 November 2023 17 Date of Expiry of Extended Period of CIRP 16 December 2023 18 Fair Value Avg fair value - INR 10,91,30,510.00 Page 10 of 23
MUMBAI BENCH -IV है LA, No. 182 of 2024 IN 19 Liquidation value | Avg liquidation value - INR 8,78,77,760.00 20 Number of Meetings of CoC held Twelve 3. I have examined the Resolution Plan received from Resolution Applicant ‘M/s Platemasters’ and approved by Committee of Creditors )CoC( of Sanmati Pressings Private Limited. 4. Thereby certify that- )i( the said Resolution Plan complies with all the provisions of the Insolvency and Bankmmptcy Code 2016 )Code(, the Insolvency and Bankruptey Board of India Yusolvency Resolution Process for Corporate Persons( Regulations, 2016 )}CIRP Regulations( and does not contravene any of the provisions of the law for the time being in force. )ii( the Resolution Applicant ‘M/s Platemasters' has submitted an affidavit pursuant to section30)1( of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. )iii( the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100 % of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. )iv( The voting was held in the meeting of the CoC on 12" adjourned meeting of CoC held on 05 December 2023 where all the members of the CoC were present. Faought vote ofmombors of the GoC-by cletronie-vting system which was kept open atleast for choure as-per-the-reculation-26, jotrike-offthe-part-thatic-notrelevante 5, The list of financial creditors of the CD Sanmati Pressings Private Limited being members of the CoC and distribution of voting share among them is as under: . 91, | Nameof Creditor Voting Share: Voting for Resolution Plan )Voted No, : है 1 AC 2 Ot for / Dissented / Abstained( 1, Janaseva Sahakari Bank 67.45 Voted in favour of Resolution Plan Limited 2. Jalgaon Janata Sahakari 17.23 Voted in favour of Resolution Plan Bank Limited : 3. Wardha Nagari Sahakari 14,30 Voted in favour of Resolution Plan Adhikosh Bank) Maryadit 4, The Saraswat Co-op Bank 1.03 Voted in favour of Resolution Plan Ltd. 6. The Resolution Plan includes a statement under regulation 38)1A( of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder. 7. The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs. lakh( . ;SL ub-Category of ‘Amount | Amount . | Amoun | Amoun No. older Claimed | Admitted [| ‘1 t BN : | Provide | Provide z Page If of 23
MUMBAIBENCH -IV LA. No, 182 of 2024 IN d under | d to the the Amoun Plan# t Claime d a 7 |) (1) (2) (3) &) (5) (6) (7) 1 Secured (a) Creditors not -
| । Financial having a right to Creditors vote under sub- section (@) of section 21 (9) Other than (a) above: @ who did not vote in favour of the 0 0 0 0 resolution Plan (3) who voted in| 3 137 2499 | 3,137.2482 | 1,415* | 45% favour of the 013 013 resolution plan. Totalf{a) + (b)] 3,137,.2482 | 3,137.2482 | 1,415* 45% 013 013 Unsecured (a) Creditors not - | | छल Financial having a right to |. Creditors vote under sub- section (2) of section 21 (9) Other than (a) above: 7 Page 12 of 23
MUMBAI BENCH -IV LA. No, 182 of 2024 IN C.P (9) 360/MB/2022 @ who did not vote | in favour of the resolution Plan i) who voted in 0 पे पु पर favour of the resolution plan Total[(a) + (b)] | | |? | | ? | |? | 3 Operational (a) Related Party of | | || | | | | Creditors Corporate Debtor (6) Other than (a) / above: (Government 1,323.1264 | 1,320.0264 | 8.07768 | 0.6119 i 3 0 % @)Workmen 0 0 0 GijEmployees 0 हिc 0 0 0 (iv) Other than 0 Workmen and 4.6276507 0 0 Employees and Government Dues Total[(a) + (b)] 1,327.7540 | 1,320.0264 | 8.07768 | 0.6083 607 3 % 4 Other debts and | | | | | | P| dues Grand Total 4,465.0022 | 4,457.2746 | 1,423.0 | 31.871 62 31 77680 824 Fiala panito Financial Creditors includes cost of CIRP and regulatory fees, 1,415 ६7796 tans is *If there 276s al Page 13 of 23
MUMBAI BENCH -IV¥ LA. No. 182 of 2024 IN 0.9 (8) 360/MB/2022
Amount provided over time under the Resolution Plan and includes estimated value of non-cash
components, It is not NPV.] 8. The interests of existing shareholders have been altered by the Resolution plan as under: Sl. No Category of | No. of Shares | No.of Shares | Voting Share | Voting Share )%( Share Holder | held before held after the | %( held | held after CIRP . : CIRP <CIRP before CIRP | 1 Equity 5,00,000 | 0 | 100 |_ 0 [| 2 Preference | 0 | | 8 | 80 |_ 0 | 9, The compliance of the Resolution Plan is as under: Section of the | Requirement with respect to Resolution Plan Clause of | Compliance - Code / हिc Resolution | )Yes / No( | Regulation Plan .
No. . . et eee _ th 25)20h( Whether the Resolution Applicant meets the criteria | Clause 4 Yes approved by the CoC having regard to the complexity and scale of operations of business of the CD? Section 29A. | Whether the Resolution Applicant is eligible to submit | Clause 4.4 Yes resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? Section 30)1( | Whether the Resolution Applicant has submitted an | Clause 4.4 Yes affidavit stating that it is eligible? Section 30)2( | Whether the Resolution Plan- (a) provides for the payment of insolvency resolution | Clause 8 Yes process costs? (b) provides for the payment to the operational creditors? | Cygyse 8 Yes (c) provides for the payment to the financial creditors who did not vote in favour of the resolution plan? Clause 8 Yes (d) provides for the management of the affairs of the corporate debtor? Clause Yes (९) provides for the implementation and supervision of 11.4 the resolution plan? Yes (0 contravenes any of the provisions of the law for the { Clause time being in force?] 11.2 and 114 Yes Clause LEE Be 11.5 Section 30)4( cheats, ution Plan [SACS Teasi e 2p ible, according to the CoC? Yes Yes i 1३ Page 14 of 23 Ste J gore
MUMBAI BENCH —IV LA. No, 182 of 2024 IN 0.9 (IB) 360/MB/2022 )b( bas been approved by the CoC with 66% voting | Yes, 100% Yes share? voted in favour Section 31)1( | Whether the Resolution Plan has provisions for its Yes Yes L effective implementation plan, according to the CoC? Regulation38 | Whether the amount due to the operational creditors | Clause 9.2 Yes )1( under the resolution plan has been given priority in payment over financial creditors?] Regulation Whether the resolution plan includes a statement as to | Clause 8 Yes 38)1A( how it has dealt with the interests of all stakeholders? Regulation (i) Whether the Resolution Applicant or any of its related 38(1B) parties has failed to implement or contributed to the No failure of implementation of any resolution plan Yes approved under the Code. . NLA. (ii) Ef so, whether the Resolution Applicant has submitted the statement giving details of such non- implementation?} Regulation Whether the Resolution Plan provides: 38)2( Ja{ the term of the plan and its implementation schedule? | Clause 9.2 )b( for the management and control of the business of the Clause Yes corporate debtor during its term? 11.4 20६ adequate means for supervising its implementation? Clause 11,2 38)3( Whether the resolution plan demonstrates that — )a( it addresses the cause of default? Clause 5 Jb( it is feasible and viable? Clause 5 )e{ it has provisions for its effective implementation? Clause 5 Yes )d( it has provisions for approvals required and the Clause 13 timeline for the same? 2० the resolution applicant has the capability to Clause 4 & implement the resolution plan? 5 39)2( Whether the RP has filed applications in respect of N.A. N.A. | transactions observed, found or determined by him? Regulation Provide details of performance security received, as Yes Yes 39(4) referred to in sub-regulation (4A) of regulation 36B.] 10. The CIRP has been conducted as per the timeline indicated as under: Section of the Code/| Description of Activity Latest Timeline Actual Date ‘Regulation. No, ‘under regulation Pe : है 408. Section 16)1( T 20 Jan 2023
MUMBAI BENCH ~IV LA, No. 182 of 2024 IN Regulation 6)1( Publication of Public Announcement T+3 22 Jan 2023 Section 15)1Qc( Submission of Claims : T+14 03 Feb 2023 /Regulation 12 )1( Regulation 13)1( Verification of Claims T+21 10 Feb 2023 Section 26)6A(/ Application for Appointment of Authorised T423 Not applicable Regulation 15.8. Representative, if necessary Regulation 17)1( Filing of Report Certifying Constitution of CoC T+23 11 Feb 2023 Section 22)1(and | First Meeting of the CoC T+30 17 Feb 2023 regulation 17)2( Regulation 35.6. Determination of fraudulent and other T+1i5 Not applicable transactions Regulation 27 Appointment of two Registered Valuers T+47 18 Feb 2023, 20 Feb 2023, 13 June ‘ 2023 Regulation 36 )1( | Submission of Information Memorandum to 7T+54 | 02 May 2023, 04 Cot May 2023, 05 June 2023, 09 June 2023, 28 June 2023, 30 Sept 2023 Regulation 36A. Invitation of Kol THIS 09 March 2023 08 April 2023 27 August 2023 Publication of Form G T+75 09 March 2023 08 April 2023 27 August 2023 Provisional List of Resolution Applicants T+100 03 May 2023 05 May 2023 28 Sept 2023 Final List of Resolution Applicants THIS 08 May 2023 28 Sept 2023 Regulation 36B Issue of Request for Resolution Plan, which T+105 08 May 2023 includes Evaluation Matrix and Information 30 Sept 2023 Memorandum to Resolution Applicants Section 30)6( / Submission of CoC approved Resolution Plan T+16S To be submitted Regulation 39)4( Section 31)1( Approval of Resolution Plan T=180 NCLT approval pending 11. The time frame proposed for obtaining relevant approvals is as under: ‘SL No. | Nature of Approval {Name : of | Name of | When to be obtained ; : ‘applicable Law | Authority who * : oo, . will grant | Approval ‘ , 1 Renewal of consent from | Maharashtra Maharashtra Within one month MPCB Prevention of | Pollution of approval of Plan Water Pollution | Control Board by NCLT Act,1969
MUMBAI BENCH -IV LA. No. 182 of 2024 IN 2 Machinery License 3 License from PWD/MSEB | The Electricity | Maharashtra Within one month electrical inspection Act, 2003 State Electricity | of approval of Plan Distribution Co. | by NCLT Ltd. 4 Any other such approvals/actions which may be required for the smooth handover and running of the Corporate Debtor 12. The Resolution Plan is not subject to any contingency. OE Elaborate the-contingencies(: 13. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Cade, 2016, regulations made or circulars issued thereunder )If any deviation/ non-compliances were obsexved, please state the details and reasons for the same(: Not Applicable | $k. | Deviation/Non- | Section of the Code /| Reasons Whether rectified or No. | compliance observed |Regulation
- No. / not —
ह ‘| Circular No. ' 1 CIRP not completed | Section 12 Extensions | Yes within 180 days sough 14, The period of 270 days as stood extended by the Hon'ble NCLT stood expired on 18.10.2023. However vide the Order dated 21.11.2023 the Hon’ble NCLT has extended time till 17.12.2023. The Plan stood approved by the CoC on 05.12.2023 and thereafter it took some time for finalisation of Application and filing the same. Therefore a necessary prayer will be made to the Hon’ble NCLT. 14A. Whether the resolution professional has, in accordance with regulation 35A,- Not applicable (a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency commencement date: ¥es-/ No (०) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: Yes / No] 15. Provide details of section 66 or avoidance application filed / pending. ‘SL | Type of Transaction है . Date of Filing with | Date of Order of | Brief of . the No. थे 1... | Adjudicating the Adjudicating | Order ‘ Authority
| Authority ; Page 17 of 23
MUMBAI BENCH ~IV LA. No. 182 of 2024 IN 1 Preferential transactions under | Not applicable Not applicable Not section 43 applicable 2 Undervalued transactions | Not applicable Not applicable Not under section 45 applicable 3 Extortionate credit | Not applicable Not applicable Not transactions under section 50 applicable 4 Fraudulent transactions under | Not applicable Not applicable Not section 66 applicable 15A. The committee has approved a plan providing for contribution under regulation 39B as under: a. Estimated liquidation cost: Rs. 30,92,000 b. Estimated liquid assets available: NIL c. Contributions required to be made: Rs. 30,92,000 d, Financial creditor wise contribution is as under: | SL. No. Name.of financial creditor ' : | Amount to be contributed (Rs.) 1 Janaseva Sahakari Bank Limited 20,85,245 2 Jalgaon Janata Sahakari Bank Limited 5,32,751.6 3 Wardha Nagari Sahakari Adhikosh (Bank) Maryadit 4,42,156 4 The Saraswat Co-op Bank Ltd. 31,847.6 Total 30,92,000 15B. The committee has recommended under regulation 39C as under: Not applicable a, Sale of corporate debtor as a going concern: ¥es / No b, Sale of business of corporate debtor as a going concern: ~——¥es / No The -details-of recommendation-are-available-with-the resolution-professional- 15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D.] Yes, pursuant to Regulation 39D of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 read with Regulation 4 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 fee of Rs. 1,00,000 + GST per month 16. I Anagha Anasingaraju hereby certify that the contents of this certificate are true and comect to the best of my knowledge and belief, and nothing material has been concealed therefrom. )Signature( Name of the Resolution Professional: Anagha Anasingaraju IP Registration No: IBBI/IPA-002/1P-N00247/2017-18/ 10732 Address as registered with the Board: Kanjmag & Co, 1-2 Aishwarya Sankul, G.A. Kulkami Path, Pune, Maharashtra ,411038 Email id as registered with the Board: rp.anagha@kanjcs.com Date: 264 December 2023 Place: Pune Page 18 of 23
11, 12. MUMBAI BENCH -IV LA. No. 182 of 2024 IN C.P 69) 360/MB/2022 In the circumstances mentioned hereinabove, the Applicant Resolution Professional has filed this Application seeking approval of this Tribunal on the Resolution Plan, submitted by the Resolution Applicant viz. M/s. Platemasters stating that the plan is in accordance with Section 30(2) of IBC, 2016, and other provisions laid thereunder. On perusal of the Resolution Plan, it is observed that the Resolution Plan provides for the following: i. Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. ii. Repayment of Debts of Operational Creditors as specified u/s 30(2(b) of the Code. iii, For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. iv. The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. The RP has complied with the requirements of the Code in terms of Section 30(2)(a) to 30(2)( of IBC, 2016, and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of CIRP Regulations. The RP has filed Compliance Certificate in Form-H along with the plan. On perusal the same is found to be in order. The Resolution Plan has been approved by the members of CoC in the (Adjourned) Twelfth Meeting held on 05.12.2023, with a voting percentage of 100% (One hundred percent). Further, there are no such pending proceedings u/s. 66(1) r/w. 43(1) and 44(1) of the Code. The Resolution Applicant has additionally sought certain waivers, reliefs and concessions per Item {14} of the 8, am—Be that as it may, Page 19 of 23
MUMBAI BENCH -IV : 1.6. No, 182 of 2024 IN the Resolution Plan is not conditional or contingent upon grant of any or all of such reliefs, concessions and dispensations by this Adjudicating Authority. We make it expressly clear that no reliefs, concessions and dispensations that fall within: the domain of other government department/authorities are granted hereto. The reliefs, concessions and dispensations that pertain to other governmental authorities/departments shall be dealt with by the respective competent authorities/fora/ offices, Government (State or Central) with regard to the respective reliefs, if any. In the case of K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No. 10673/2018 decided on 05.02 2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6): of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is tequired to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30@). The Hon’ble Court observed that the role of the NCLT is ‘no more and no less’. The Hon'ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. In CoC of Essar Steel (Civil Appeal No. 8766-67 of 2019 decided on 15.11 2019) the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Page 20 of 23
MUMBAI BENCH -IV LA. No. 182 of 2024 IN their commercial wisdom have approved. In para 42 Hon’ble Court observed as under: “Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a ह business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).” 15. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (LA) and 39 (4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Hence ordered. ORDER 16. The present Application being LA. No. 182 of 2024 in C.P. (IB) No. 360/MB/2022 is Allowed. The Resolution Plan annexed to the Application is hereby approved. It shall become effective from this date and shall form part of this order. 16.1. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. Page 21 of 23
MUMBAI BENCH - IV LA. No. 182 of 2024 IN 16.2. The approval of the resolution plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor and shall be dealt by the appropriate authorities in accordance with law. 16.3. Further in terms of the judgment of Hon’ble Supreme Court in the matter of Ghaushyam Mishra And Sous Private Limited V/S Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the adjudicating authority, all such claims which are not a part of the 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 a part of the Resolution Plan. 16.4. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed. 16.5. The moratorium under Section 14 of the Code shall cease to have effect from this date. 16.6. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter. 16.7. 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. Page 22 of 23
MUMBAI BENCH — IV LA. No, 182 of 2024 IN 16.8. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance. 17. The captioned Interlocutory Application bearing LA. No. 182 of 2024 in C.P. (IB) No. 360/MB/2022 is accordingly Allowed and Disposed-of. Sd/- Sd/- ANU JAGMOHBAN SINGH KISHORE VEMULAPALLI MEMBER (TECHNICAL) MEMBER (JUDICIAL) 29.04.2024 Aditva Kalia Ree Certified True Copy ral tA “free of cosh” 0 की 17222, aa 72665, as or r Qo8 4 AEE ob F National Company Law Tribunal Naunbai Bench CD: A598) eels |tetq Page 23 of 23
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