Bank Of India vs RNB Cements Pvt. Ltd.

Per Shri Jinan K.R., Hon’ble Member (J)

Bank of India has filed the CP(IB) No. 18/GB/2019 before the Guwahati Bench of National Company Law Tribunal u/s. 7 of the Insolvency and Bankruptcy Code, 2016 (In short, I & B Code, 2016) for initiating Corporate Insolvency Resolution Process (In short, CIRP) as against the Corporate Debtor, RNB Cements Pvt. Ltd. Vide order dated 13/06/2019, the application was admitted by appointing Mr. Kamalesh Kumar Singhania as Interim Resolution Professional. Public announcement was made in compliance with Section 15 of the ‘I & B Code’ inviting claim from the creditors. Upon receipt of claims from Creditors, Committee of Creditors (in short, CoC) was formed and at the CoC meeting held on 29.08.2019, the appointment of Interim Resolution Professional as the Resolution Professional was approved with 100% voting share and the said appointment was recorded by the Hon’ble Tribunal vide order dated 03.09.2019. (Annexure “B”). The resolution professional (RP) who filed this application submits that at the 10th CoC meeting held on 14/02/2020, the Resolution Plan submitted by one CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles was selected (Successful Resolution Applicant) and put for voting and was approved with 87.03% votes castes in favour of the plan. In view of the approval of the plan and since CIRP period of 270 days already expired on 09/03/2020 he filed this application for an urgent hearing in order to see that the plan if approved to be implemented even if there is lock down. The urgency set out in the application being found satisfactory the unnumbered IA along with the IA No. 29/2020 is listed on today for hearing through video conferencing (VC) by giving advance notice from the Registry to the Resolution Professional.

Herd the Ld.Counsel for the RP. Perused the records.

The Ld. Counsel for the Resolution Professional submits that the resolution plan of the consortium of ‘CFM Asset Reconstruction Private Limited and Jumbo Roofings & Tiles’ contains all the mandatory requirements to be meted out as per Regulation 38 of IBBI (IRP For Corporate Persons) Regulations, 2016 and that an affidavit stating that the resolution applicant, the consortium of ‘CFM Asset Reconstruction Private Limited and Jumbo Roofings & Tiles’, is eligible under Section 29A has been annexed with the Resolution Plan in compliance of section 30(1) and that the resolution plan submitted to the CoC for its approval conforms to all the conditions referred to in sub-section(2) of Section 30.

The mandatory contents of the Resolution Plan as required to be meted out as per Regulation 38 of IBBI (IRP For Corporate Persons) Regulations, 2016 provides, inter alia, for :

It is also submitted by the Ld. Counsel for the Resolution Professional that the Resolution Plan submitted by the successful Resolution Applicant, CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles, meets all the requirements under the various provisions of the Code and the Rules and Regulations framed there under. Form “H”, i.e., Compliance Certificate issued by the Resolution Professional under Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 is annexed with the application as Annexure –‘H’. In regards distribution of resolution plan amount the Ld. Counsel submits that the total Claim of the FCs admitted was Rs. 182.40 Crores out of that they will be paid an amount of 34.00 crores in total and operational creditors would be paid Rs. 0.40 crores and that no workmen submitted any claim and that the CD is not in operation. According to him all the stakeholders interest were taken care of and no objections from anybody so far received.

It is further submitted by the Ld. Counsel for the Resolution Professional that by giving fairly good opportunities to all the Resolution Applicants, who have submitted their Resolution Plans, for arriving at the maximization of value for the stressed assets of the Corporate Debtor, the CoC has approved the resolution plan of CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles as the best plan among the four plans under consideration of the CoC and it is that plan which was approved by the CoC by a 87.03% voting share of the members of the CoC, and therefore, the Resolution Plan of CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles is liable to be approved as per section 31 (1) of the Code.

A reference to the Plan, it is understood that the assets of the Corporate Debtor are going to rest in a safer hand. All the provisions of mandatory requirements are seen complied by the resolution applicant as per From H submitted by the RP. It provides provision for the payment of insolvency resolution process, payment of the debts of operational creditors, management of the affairs of the Corporate Debtor, and provides provision for implementation and supervision of the resolution plan. It also provides terms of the plan and its implementation schedule. So it is a feasible and viable plan.

This is a case in which the CoC has judiciously distributed the financial bids to the stakeholders according to their entitlements. There is nothing in the plan, so as to disapprove it. The CoC has very well deliberated with the plans and decided the viability, feasibility and financial matrix of each plan and approved the resolution plan of CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles with 87.03% voting shares of the members of the CoC. It is made clear that the approval of the resolution plan doesn't include the waiver and prayers asked for. Multiple prayers of waiver asked for in the applications mostly are imaginary. Since the approved plan being binding on the CD, and its employees members, creditors including the Central government, any state Government, or any local authority, to whom the debt in respect of 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 u/s/31(1) of the Code, granting the waiver as prayed for doesn't arise for consideration. The resolution applicant who appears in person also sought permission to submit that the prayer for extension of land lease asked for in the resolution plan is to be allowed. The question of extension of lease deed already executed in favour of the CD cannot be a part of the approval order. The resolution applicant has to take appropriate legal courses for getting it extended before the period would expire from the appropriate authority as per law. With the above said observation I hereby approve the resolution plan of CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles upon the following directions:-

The Resolution Plan of CFM Asset Reconstruction Private Limited in consortium with Jumbo Roofings & Tiles, which was approved by the CoC with 87.03% voting share, is hereby approved under provisions of sub-section (1) of Section 31 of the Insolvency and Bankruptcy Code, 2016, which shall be binding on the Corporate Debtor (RNB Cements Pvt. Ltd.), its employees, members, creditors, guarantors and other stakeholders involved in the Resolution Plan.

The revival plan of the company in accordance with the approved Resolution Plan shall come into force with immediate effect.

The moratorium order passed under Section 14 of the Insolvency and Bankruptcy Code, 2016 shall cease to have effect.

The Resolution Professional shall forward all records relating to the conduct of the Corporate Insolvency Resolution Process and the Resolution Plan to the Insolvency and Bankruptcy Board of India to be recorded in its database.

Unnumbered IA (IB) No. .../2020 and IA No. 29/2020 connected with CP (IB) No. 13/GB/2019 are disposed of accordingly.

Accordingly, CP(IB) No. 18/GB/2019 along with all the IAs filed and/or pending, if any, in this context is disposed of.

The Registry is directed to send e-mail copies of the order forthwith to all parties.