04th April, 2024 Approval of Resolution Plan - Prithvi Multiprupose Cold Storage Private Limited [IA (IBC) No. 597-JPR-2022, IA(IBC) No. 102-JPR-2023, IA(IBC) Plan No. 03-JPR-2024 in CP No. (IB)-11-7-JPR-2019] (8.08 MB)

& 1408८) Plan No. 03/JPR/2024 In CP No. (IB)- 11/7/JPR/2019 IN THE MATTER OF: UNITED BANK OF INDIA (NOW PUNJAB NATIONAL BANK) ...Financial Creditor/Applicant VERSUS M/S PRITHVI MULTIPURPOSE COLD STORAGE PRIVATE LIMITED ...Corporate Debtor/Respondent MEMO OF PARTIES IA (IBC) Plan No. 03/JPR/2024: MR. KAMAL KUMAR JAIN Liquidator of M/s _ Prithvi Multipurpose Cold Storage Pvt. Ltd. 315-A, Road No. 2, Shanti Nagar, Gopalpura Byepass, Durgapura, Jaipur- 302018 (Rajasthan) ...Applicant VERSUS STAKEHOLDERS CONSULTATION COMMITTEE (SCC) Represented by Sole SCC Member Punjab National Bank Sastra Division, 37 Floor, United Towers, 11 Hemant Basu Sarani, Kolkata- 700001 (West Bengal) ...Respondent No. 1 IA (IBC) No. 597/JPR/2022, IA(IBC) No. 102/JPR/2023 In CP No. (IB)- 11/7/JPR/2019 & IA(IBC) Plan No. 03/JPR/2024

MR. PUNAM SIROHIA Erstwhile Director of M/s Prithvi Multipurpose Cold Storage Pvt. Ltd. 27, Nandan Road, Kolkata- 700025 (West Bengal) VERSUS PUNJAB NATIONAL BANK United Towers, 3 Floor, 11, Hemanta Basu Sarani, Kolkata- 700001 (West Bengal) AND IA IBC) No. 102/JPR/2023: MR. PUNAM SIROHIA Erstwhile Director of M/s Prithvi Multipurpose Cold Storage Pvt. Ltd. 27, Nandan Road, Kolkata, WB- 700025 VERSUS S. JEGAN KOVILMANI, Assistant General Manager (AGM) Legal Punjab National Bank (Sastra Division) Kolkata, WB- 700001 In ...Applicant ... Respondent ... Applicant ...Respondent No. 1

B- 700025 VERSUS S. JEGAN KOVILMANI, Assistant General Manager (AGM) Legal Punjab National Bank (Sastra Division) Kolkata, WB- 700001 In ...Applicant ... Respondent ... Applicant ...Respondent No. 1

Jai Shankar Kumar, for UBI Punam Sirohia, In person Order Pronounced On: 29.02.2024 ORDER Per: Shri Rajeev Mehrotra, Technical Member 1. This Application bearing JA(/BC) Plan No. 03/JPR/2024 has been filed by Mr. Kamal Kumar Jain, Liquidator (‘Applicant’) of M/s Prithvi Multipurpose Cold Storage Pvt. Ltd. (‘Corporate Debtor’) under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 (‘IBC’ / ‘Code’) read with Rule 11 of NCLT Rules, 2016 seeking approval of Resolution Plan in compliance of Order dated 22.03.2023 passed by this Adjudicating Authority. 2. The main application numbered as CP No. (IB)- 11/7/JPR/2019 was filed by the Financial Creditor United Bank of India (Now Punjab National Bank) under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (‘CIRP’) against the Corporate Debtor and the same was IA(IBOC) No. 102/JPR/2023 In

(Now Punjab National Bank) under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (‘CIRP’) against the Corporate Debtor and the same was IA(IBOC) No. 102/JPR/2023 In

Thereafter, a valuation report came to be filed vide diary No. 732/2023 dated 21.03.2023, the contents of which are not being reiterated for the sake of brevity. Pursuant to the same, the Adjudicating Authority passed the order that, “Since, the Valuation Report has already been placed on record, in the meantime, the parties may sit together to settle the matter amicably as per their convenience. The Corporate Debtor being a MSME unit may file a fresh Resolution Plan.” 4. Subsequently, in the 377 meeting of Stakeholders Consultation Committee (‘SCC’) held on 30.01.2024, the Liquidator and the SCC member informed the Suspended Board of Directors that there were some errors in the Resolution Plan dated 24.01.2024 which needed rectification. Hence, the suspended Board of Directors submitted an Addendum dated 03.02.2024 before the Liquidator and SCC Member which would be read as part of the Resolution Plan dated 24.01.2024. The Resolution Plan dated 24.01.2022 read with the Addendum dated 03.02.2024 was approved by the SCC with 100% votes in favour. In

ich would be read as part of the Resolution Plan dated 24.01.2024. The Resolution Plan dated 24.01.2022 read with the Addendum dated 03.02.2024 was approved by the SCC with 100% votes in favour. In

dated 21.05.2021, the Applicant submitted the realisable value of the assets of the Corporate Debtor to the SCC in accordance with Regulation 35 of IBBI (Liquidation Process) Regulations, 2016. At first, the IBBI Registered Valuers were appointed on 25.03.2021. 6. It has been submitted that from a period between 04.08.2021 to 28.02.2022, a total of 13 auctions failed due to the peculiar nature of the assets, the details of which have been submitted with the Application. Subsequently, in compliance of Order dated 22.03.2023, the IBBI Registered Valuers were appointed for re-valuation of the Corporate Debtor. The submissions of the Valuation Report were preferred to every member of SCC via email dated 20.03.2023. Finally, this Adjudicating Authority directed the Corporate Debtor being a MSME unit that it may file a fresh Resolution Plan. On | 10.04.2023, a Resolution Plan was submitted by the Suspended Board of Directors of the Corporate Debtor and on 26.06.2023, the enhanced Resolution Plan was submitted. Finally, the revised Resolution Plan was submitted on 24.01.2024 and an Addendum was submitted on 03.02.2024. IA (8८) No. 597/JPR/2022, IA(IBO) No. 102/JPR/2023 In CP No. (IB)- 11/7/TJPR/2019

ted. Finally, the revised Resolution Plan was submitted on 24.01.2024 and an Addendum was submitted on 03.02.2024. IA (8८) No. 597/JPR/2022, IA(IBO) No. 102/JPR/2023 In CP No. (IB)- 11/7/TJPR/2019

Debtor twice. 7. An Application bearing JA (IBC) No. 597/JPR/2022 was filed by Mr. Punam Sirohia, erstwhile Director of the Corporate Debtor delineating certain facts and seeking recalling the order of the Liquidation dated 16.03.2021 and Order of CIRP dated 28.08.2019. The Erstwhile Director contended that the Corporate Debtor had conceived setting up a Multipurpose Cold Storage Unit in the “Scheme of Chain Value Addition and Preservation Infrastructure” with a project cost of Rs. 27.13 crores and the project was proposed to be financed in the ratio of 25:25:50 by the Corporate Debtor, the Bank being PNB and the Ministry of Food Processing Industries of India (MOFPI) respectively. The Bank sanctioned credit loan facility and then the Corporate Debtor filed an application for grant in aid before MOFPI. When the MOFPI was ready to disburse the grant-in aid, the bank declared account of Corporate Debtor as NPA. This prevented the MOFPI to provide the grant in aid to the Corporate Debtor. Thereafter, after multiple negotiations, a restructured payment schedule was agreed between the parties, however, the TA(IBC) No. 102/JPR/2023 In

provide the grant in aid to the Corporate Debtor. Thereafter, after multiple negotiations, a restructured payment schedule was agreed between the parties, however, the TA(IBC) No. 102/JPR/2023 In

g p p g offered OTS proposal of Rs. 4 Crores, which was rejected by the Bank. The erstwhile director alleged certain facts disputing the actions of the Applicant and sought directions to conduct a detailed departmental enquiry so as to investigate the operations undertaken during the CIRP. The primary point which was raised was that when the OTS proposal itself was of Rs. 4 Crores, why was the liquidation process being conducted for a price lesser than the OTS already offered by the Suspended Board of the Corporate Debtor. Reply was filed to said application stating that the erstwhile director is entitled to any relief as prayed for. 9. Wehave carefully considered the submissions of the learned Counsel for the RP and perused the averments made in the Application along with the documents annexed therewith. 10. It is seen that the Corporate Debtor was incorporated on 02.08.2006, and the CIRP was initiated under Section 7 of the Code against the Corporate Debtor vide order dated 28.08.2019. The present Application is filed for approval IA(IBC©) No. 102/JPR/2023 In

08.2006, and the CIRP was initiated under Section 7 of the Code against the Corporate Debtor vide order dated 28.08.2019. The present Application is filed for approval IA(IBC©) No. 102/JPR/2023 In

crores. The Resolution Plan provides for a payment of Rs. 4.40 crores which includes the cost incurred during CIRP and liquidation till 26.06.2023. In addition, the liquidation cost from 27.06.2023 of Rs. 9.5 lakhs approx. and liquidator’s fee of Rs. 22.5 lakhs will be paid by the Resolution Applicant in extra. Hence, the final resolution amount proposed to be paid is Rs. 4.72 crores. A brief summary of payment proposed under the Resolution Plan are as under: Particulars Final EMD |7days | Within 12 Resolution months Overall Payment proposed _ | 4.72 0.44 1.10 3.18 CIRP & Liquidation costs | 0.225

0.125 0.10 (unpaid liquidation cost of (* Please Rs. 9.5 lacs approx. and see note liquidator’s fees of Rs. 2.25 below) lacs Operational Creditors (0.00 | 10.00 | 10.00 | 0.00 Secured financial creditors | 4.495 0.44 975 3.08 Unsecured financial O00 0.00 | 000 00 | creditors Statutory dues (0.00 | /0.00 | (0.00 | (0.00. Shareholders (0.00 | /0.00 | 10.00 | 0.00. Contingencies (0.00 10.00 | 0.00 | 0.00 Total 4.72 0.44 1.10 3.18 IA(IBC) No. 102/7PR/2023 In

ditors Statutory dues (0.00 | /0.00 | (0.00 | (0.00. Shareholders (0.00 | /0.00 | 10.00 | 0.00. Contingencies (0.00 10.00 | 0.00 | 0.00 Total 4.72 0.44 1.10 3.18 IA(IBC) No. 102/7PR/2023 In

of 4.97 crores will be done (i) from infusion by the Resolution Applicant/ Associates in the equity of the Corporate Debtor to the tune of Rs. 10 lakhs; (ii) the additional funds for payment under the Resolution Plan shall be funded by the Resolution Applicant to the tune of Rs. 4.62 crores; and (11) the additional funding for working capital/ renovation will be infused by way of loans from Resolution Applicant and Banks/ Financial Institutions/ NBFCs to the tune of Rs. 25 lakhs. It is stated that the Resolution plan does not entail any capital restructuring. A compliance report dated 14.02.2024 has been placed on record. The applicant submits that the Resolution Plan complies with all the provisions and requirements of the code along with other laws. 13. The approval of the Resolution Plan has been sought under Section 31(1) of the Code, which reads as follows: “Tf the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which In

oved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which In

The conditions provided in Section 31(1) of the Code for approval of the Resolution Plan are as follows: 14.1. The Resolution Plan is approved by the CoC under Section 30(4) of the Code; 14.2. The Resolution Plan so approved meets the requirements as referred to in Section 30(2) of the Code; 14.3. The Resolution Plan has provisions for its effective implementation. 15. The satisfaction of the conditions is discussed below. It is submitted by the Applicant that the Resolution Plan has been approved with 100% votes in favour by the SCC of the Corporate Debtor. 16. The provisions of Section 30(2) of the Code are as follows: “30. Submission of Resolution Plan: (L) ......... (2) The resolution professional shall examine each resolution plan IA(IBCO) No. 102/JPR/2023 In received by him to confirm that each resolution plan —

Submission of Resolution Plan: (L) ......... (2) The resolution professional shall examine each resolution plan IA(IBCO) No. 102/JPR/2023 In received by him to confirm that each resolution plan —

the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, (iii) whichever is higher, and provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor. (iv) Explanation 1. — For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors. (v) Explanation 2. — For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor— (i) where a resolution plan has not been approved or rejected by the Adjudicating Authority; (ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force;

cted by the Adjudicating Authority; (ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or (iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan; (c) provides for the management of the affairs of the corporate debtor after approval of the resolution plan; IA(IBO©) No. 102/JPR/2023 In CP No. (78)- 11/7/JPR/2019

have been given and it shall not be a contravention of that Act or law. (3) ......... ” 17. The compliance aspect of the Resolution Plan has been given, which is as follows: Relevant | Requirement with Reference Provisions respect to Resolution Plan Section Provides for the| The Resolution Plan provides that the 30(2)(a) of | payment of | CIRP and Liquidation costs shall be met the Code | insolvency resolution | within the overall payment of Rs. 4.40 process costs in a|Crore proposed under this plan. manner specified by | Liquidation cost from 27.06.2023 of Rs. the Board in priority | 9.5 Lakhs approx. and Liquidator’s fees of to the repayment of | Rs. 22.05 Lakhs will be paid by RA other debts of the Corporate Debtor Section Provides for the | No amounts are required to be paid to the 30(2)(b) of |repayment of the | Operational Creditors the code debts of Operational Creditors in such manner as may be specified by the Board which shall not be less than the amount to be paid to the Operational IA(IBO©) No. 102/JPR/2023 In

the code debts of Operational Creditors in such manner as may be specified by the Board which shall not be less than the amount to be paid to the Operational IA(IBO©) No. 102/JPR/2023 In

Managerial Personnel of the company and with guidance from the board of directors. Section 30(2)(d) & Regulation 38(2)(c) Term of the plan, implementation schedule supervision of Resolution Plan and the Resolution Applicants will ensure that the Resolution Plan is implemented and supervised suitably. Entire crystallised amount is proposed to be paid to Financial Creditors within 12 months from approval of NCLT. Section 30(2) (e) Does not contravene any of the provisions of the law for the time being in force. Resolution Applicant has prepared the Resolution Plan after taking into consideration compliance of all applicable laws and regulations and shall not contravene any of the provisions of the law for the time being in force. Section 30(2) (1) Plan conforms to such other requirements as may be specified by the Board The Resolution Plan has been prepared taking every aspect into consideration so as to conform with such other requirements as may be specified by board. Regulation 37 (a) & (b) e Transfer of all or part of the assets of the Corporate Debtor to one or more persons. e Sale of all or part of the assets whether subject to any security interest or not The Resolution Plan does not envisage transfer or sale of any of the assets of the Corporate Debtor, other than as specifically provided in the Resolution Plan. In

any security interest or not The Resolution Plan does not envisage transfer or sale of any of the assets of the Corporate Debtor, other than as specifically provided in the Resolution Plan. In

Regulation | Satisfaction or | Charge in favour of Secured Financial 37 (d) modification of any | Creditors is proposed to be satisfied in security interest favour of the Corporate Debtor on completion of payment under the plan by the Resolution Applicant to the Liquidator/ Secured Financial Creditor’s loans in full and final settlement of its dues. Regulation | Curing or waiving of | The debts of various parties due from the 37 (e) any breach of the} Corporate Debtor are proposed to be terms of any debt due | settled/ restructured/ waived as provided from the Corporate | separately under this Resolution Plan. Debtor Regulation | Reduction का the | Para 2.3 of the Resolution Plan. 37 (f) amount payable to the creditors Regulation | Extension of | a|Nosuch proposal has been made under the 37 (g) maturity date or 43 | plan. change in interest rate or other terms of a debt due from the Corporate Debtor Regulation | Amendment of the | Resolution Applicant proposes to amend 37 (h) constitutional the Memorandum of association of the documents of the | Corporate Debtor as under: Corporate Debtor The registered office of the company shall be transferred from the State of Rajasthan to the State of West Bengal. Regulation | Issuance of securities | 1,00,000 fresh equity shares of Rs.

te Debtor The registered office of the company shall be transferred from the State of Rajasthan to the State of West Bengal. Regulation | Issuance of securities | 1,00,000 fresh equity shares of Rs. 10/- 37 (i) of the Corporate| each would be issued, as part of the Debtor, for cash, | Resolution Plan. IA(IBC©) No. 102/JPR/2023 In

shall be allowed to make such changes at appropriate time/ stage. Regulation 37 (k) Change in the technology used by the Corporate Debtor. There is no change in the technology proposed. Regulation 37 (1) Obtaining necessary approvals from the central and __ state governments and other authorities. Certain necessary approvals of the central and state government are already in place for the operation of the business. In case of expiry of approval, such approval shall be extended by government agencies in time bound manner. Since Prithvi Multipurpose Cold Storage Pvt. Ltd. is a private limited company, approvals of authorities like SEBI and RBI are not required. Regulation 38 (1) The amount due to the Operational Creditor under 8 Resolution Plan shall be given priority in payment over Financial Creditors No payment is proposed to Operational Creditors. Regulation 38(1A) Dealing with interests of all stake holders including Financial Creditors and Operational Creditors For details including quantification of reliefs and concessions proposed/ dictations sought under the Resolution Plan, kindly refer para 2.3 Regulation 38 (2)(a) Term of the plan and its implementation schedule Resolution Applicant will ensure that the

cessions proposed/ dictations sought under the Resolution Plan, kindly refer para 2.3 Regulation 38 (2)(a) Term of the plan and its implementation schedule Resolution Applicant will ensure that the Resolution Plan is implemented and supervised suitably. IA (78८) No. 597/JPR/2022, IA(IBC©) No. 102/JPR/2023 In

(a)it addresses the cause of default; (b)it is feasible and viable; (c)it has provisions 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 the bank has instructed the Ministry not to disburse the grant) and as such the project could never be implemented. The Resolution Plan has addressed the causes of default. We have, thereafter, prepared a viable and workable Resolution Plan. Resolution Applicants has the capability/ appropriate resources for effective implementation. 18. It is noted that there is no requirement for the Suspended Board/Resolution Applicant to file an affidavit pursuant to Section 240A of the Code. A perusal of Regulation 38 would clearly show that by virtue of the mandatory contents of the Resolution Plan as discussed in the preceding paragraphs in relation to Section 30 and Section 31 of the Code, the requirement of Regulation 38 also stands fulfilled. Thus, the Resolution Plan fulfils all the In

an as discussed in the preceding paragraphs in relation to Section 30 and Section 31 of the Code, the requirement of Regulation 38 also stands fulfilled. Thus, the Resolution Plan fulfils all the In

a s a be t eated as a o de to u jab at o a a to e ease a t e securities provided by the Corporate Debtor and collateral securities provided by M/s Oasis Estate Developers Pvt. Ltd. (Corporate Guarantor) for Loan granted to Corporate Debtor. After approval of Resolution Plan, the Punjab National Bank, being the Financial Creditor, shall also release all corporate and personal guarantees given by the promoters as well as M/s Oasis Estate Developers Pvt. Ltd. in connection with the loan granted to the Corporate Debtor. Further, the Punjab National Bank shall also withdraw all pending cases against the promoters/ guarantors wherever filed by it after receipt of full repayment of the resolution amount and completion of Resolution Process. It was further added in the Resolution Plan via Addendum dated 03.02.2024 that all the above mentioned reliefs shall be available to the Corporate Debtor only on full payment and completion of the Resolution Process. 20. With regard to compliance under Regulation 35A, it is stated that there are no representation regarding transactions, if any, identified in respect of the In

pletion of the Resolution Process. 20. With regard to compliance under Regulation 35A, it is stated that there are no representation regarding transactions, if any, identified in respect of the In

p p p i.e, payment of the committed amount to the Secured Financial Creditor, an effective implementation and monitoring committee shall supervise the functioning of the new board of the company, and the implementation of the Resolution Plan by the Resolution Applicant. This committee shall include the Applicant, one nominee from PNB representing the Financial Creditors, to safeguard the concerns/ interests of the Lender and One Representative from Resolution Applicant. 21.2. The implementation and monitoring committee and the new Board shall be responsible for the supervision of the day to day affairs of the Corporate Debtor till the date on which the Resolution Applicant fulfils all its obligations as proposed under the Resolution Plan, including the entire payment to the Financial Creditors, and takes over management control of the Corporate Debtor, which should be not later than 07 days (i.e. after payment of 110 Lakhs to bank) from the In CP No. (8)- 11/7/JPR/2019

inancial Creditors, and takes over management control of the Corporate Debtor, which should be not later than 07 days (i.e. after payment of 110 Lakhs to bank) from the In CP No. (8)- 11/7/JPR/2019

Associates and Family Members shall stand waived and cease to exist for Equity Share Capital, Operational Creditor, Unsecured Financial Loan and/or Deposit, outstanding dues and claims as employees or consultants. 21.4. The payment to all persons contemplated in this Resolution Plan shall be the Resolution Applicant’s full and final performance and satisfaction of all its obligations towards any dues or outstanding against the Corporate Debtor and all remaining claims, dues, outstanding amount shall be waived by whatever name called like interest, penal interest, compound interest, damages other commitment charges and any other amount of whatsoever nature in terms of Regulation 37 of IBBI (Insolvency Resolution Process of Corporate Persons) Regulations, 2016. 21.5. The Resolution Professional or Monitoring Committee, as the case may be, shall do necessary compliance with MCA and all other In

cy Resolution Process of Corporate Persons) Regulations, 2016. 21.5. The Resolution Professional or Monitoring Committee, as the case may be, shall do necessary compliance with MCA and all other In

above. The Resolution Plan so approved shall be binding on the Corporate Debtor and its employees, members, and 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 such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan. We also direct that the moratorium, if any, shall cease to have effect. 23. In view of the foregoing, JA(JBC) Plan No. 03/JPR/2024 stands allowed and is disposed of; and JA (IBC) No. 597/JPR/2022 along with JA (IBC) No. 102/JPR/2023 stands infructuous in view of the approval of the Resolution Plan and thereby stand disposed of. 24. A compliance report in pursuance of the direction laid down in this Order shall be preferred before this Adjudicating Authority within prescribed time. In

RAJEEV MEHROTRA, TECHNICAL MEMBER In