ICICI Bank Limited vs Narayani Steels Limited

Particulars,Date of CoC meeting,,

1st CoC Meeting,23.04.2021,,

2nd CoC Meeting,18.06.2021,,

3rd CoC Meeting,20.07.2021,,

4th CoC Meeting,17.09.2021,,

5th CoC Meeting,28.09.2021,,

6th CoC Meeting,19.10.2021,, Section 30(2)(b) & Regulation 38(1)(a) Regulation 38(1)(b)","Provides for the payment of the 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 creditors in the event of a liquidation of the corporate debt or under section 53.

Financial Creditors who have not voted in favour of the Plans","Page

No. 188 & 193 Page

No. 195","As there are no admitted claims of Operational Creditors, no amount is allocated/payable.

There is no dissenting Financial Creditor; the Plan has been approved with 100% voting.

Section 30(2)(c) Regulation 38(2)(b)","Provides for the management of the affairs of the Corporate Debtor after approval of the","Page No. 189","RA will appoint directors as per statutory requirements or more, who may be in executive/non- ,Resolution Plan.,,"executive directors in capacity. The RA has informally identified people for the constitution of the Board with regard to Managing Director, Executive Director, Non- Executive Directors, CEO, CFO, CS etc. for the company but they will be appointed at a later stage by the Board. RA will ensure that all persons stated above or persons working as Managers or Officers as defined under the Companies Act 2013 will be Section 29A compliant during the implementation of Resolution Plan.

Section 30(2)(d)

Regulation 38(2)(a) & (c) Section 30(2)(e)","The implementation and supervision of the resolution plan Does not contravene any of the provisions of the law for the time being in force","Page

Nos. 189 & 195

Page

No. 192","The implementation of the resolution plan will be monitored by the Monitoring Committee. The appointment of independent persons shall be at mutually agreed terms with CoC members and RA for the period with effect from the date of approval of Resolution Plan by Hon’ble NCLT till the upfront payment of the Resolution Plan.

The Plan complies with provisions of the laws; RA declared to this effect.

Section 30(3)","The Resolution Professional shall present to the Committee of Creditor for its approval such resolution plans which confirm the conditions referred to in sub-section (2)","Page

No. 245","The duly compliant resolution plan was presented to the CoC by RP at its 6th CoC meeting held on 19th October 2021.

Section 30(4)","Approval of Resolution Plan by Committee of Creditors by a vote of not less than 66% of voting share of the Financial Creditors.","Page

No. 260","The Resolution Plan is approved by Committee of Creditors with 100% voting share.

Section 30(6)","The Resolution Professional shall submit the Resolution Plan as approved by the CoC to the Adjudicating Authority",Yes,"The RP submitted the Application on

02.11.2021.

Regulation 37(a) to (l)","A Resolution Plan shall provide for the measures, as may be necessary for Insolvency Resolution of the Corporate Debtor for maximization of value of the assets","Page

Nos. 241-243","Upon approval of Resolution Plan, the debt obligations of the CD get substantially reduced. CD is running as a going concern even now and hence there will not be any difficulty for the Resolution Applicant to continue the operations of the company.

Regulation 38(1A)","A resolution plan shall include a statement as to how it has dealt with interest of all stakeholders including Financial Creditors and Operational Creditors of CD.","Page

No. 193","The Resolution Plan provided for the interest of all stakeholders. The Secured Financial Creditors get 13.71% of their claim amount and there are no dues to the Operational Creditors, employees/workers since company is a going concern.

Regulation

38(3)","A resolution plan shall demonstrate

(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 as the capability to implement the resolution plan","Page

No. 196","The present lower capacity is mainly due to low/non-availability of

gas. With the reduced debt obligations, the internal generations of funds are adequate to meet all the operating expenses besides a reasonable profit.

The resolution applicant provided the required details in the resolution plan.

3,"An undertaking by the Resolution Applicant that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of any false information and record at any time will render the applicant ineligible, forfeit any refundable deposit and attract penal action","Page No. 58-59 of the Resolution Plan", ,under the IB Code.,, 4,"Such other information as may be necessary for assisting the COC valuation of the Resolution Plans.",NA, Regulation 37,,, 5,"Regulation 37 (a) & (b)- Transfer/ sale of all or part of the assets of the Company to one or more persons;","No such proposal is made in the Resolution Plan", 6,"Regulation 37 (ba)- Restructuring of the Corporate Debtor, by way of merger, amalgamation and demerger","No such proposal is made in the Resolution Plan", 7,"Regulation 37 (c)- The substantial acquisition of shares of the Corporate Debtor, or the merger or consolidation of the Corporate Debtor with one more person","Restructuring of the Capital Structure is at page 26 of the Resolution Plan", 8,"Regulation 37 (ca)- cancellation or delisting of any shares of the corporate debtor, if applicable","Restructuring of the Capital Structure is at page 26 of the Resolution Plan", 9,"Regulation 37 (d)- satisfaction or modification of any security interest","Second para to page 33 of the Resolution Plan", 10,"Regulation 37 (e)- curing or waiving of any breach of the terms of any debt due from the Company","Page 55 of the Resolution Plan", 11,"Regulation 37 (f)- reduction in the amount payable to the creditors","Page 55 of the Resolution Plan", 12,"Regulation 37 (g)- extension of a maturity date or a change in interest","Page 55 of the Resolution Plan", ,"rate or other terms of a debt due from the Company",, 13,"Regulation 37 (h)- amendment of the constitutional documents of the Company","No such proposal is made in the Resolution Plan", 14,"Regulation 37 (i) - Issuance of securities of the Company, for cash, property, securities, or in exchange for claims or interests or other appropriate purpose.",Page No. 29 of Resolution Plan, 15,"Regulation 37 (j)- change in portfolio of goods or services produced or rendered by the corporate debtor","No such proposal is made in the Resolution Plan", 16,"Regulation 37 (k)- change in technology used by the corporate debtor","No such proposal is made in the Resolution Plan", 17,"Regulation 37 (l)- obtaining necessary approvals from the Central and State Governments and other authorities","No such proposal is made in the Resolution Plan.", Sl.No.,Relief and/or Concessions Sought,Orders Thereon,

(i),"Issuance / renewal of all kinds of licenses / permission required for operation of the business/factory / project operations","Temporary license shall be granted / provided to operate the project / business / factory operations immediately (without any stay or hindrance) without application for the interim period till date of approval of such permissions.", (ii),"Issue of Shares to Resolution Applicant under Preferential Allotment OR",Granted, ,"Through Transfer / Extinguishment of Shares of Existing Equity Shareholders",, (iii),"Further issuance of shares or equivalent instruments under preferential allotment or equity shares through rights issue for working capital / CAPEX of the Corporate Debtor to investors under preferential allotment or rights issue of equity shares to existing shareholders upto the tune of Rs 25 Crores at Face Value of Rs 10 each to augment / raise working capital / CAPEX requirements of the Corporate Debtor so as to run the business operations of the Corporate Debtor within 36 months of the Effective Date.","This is for the New Board of Directors to decide, as per the law.", (iv),"Raising of debts in any form or manner for working capital / CAPEX of the Corporate Debtor by issuance of any form / kind of debt instruments (Secured / Unsecured) from any source for working capital / CAPEX Requirements of the Corporate Debtor so as to run the business operations of the Corporate Debtor within 24 months of the Effective Date.","This is for the New Board of Directors to decide, as per the law.", (v),"Approval for Change in Face Value of the Shares from Rs 10/-per share to Rs 0.50/- per share and then Consolidation of Face Value from Rs 0.50/- per share","Granted subject to the condition that the necessary forms shall be filed with the RoC with", ,to Rs 10/- per share,requisite fees., (vi),Waiver / Exemption from Takeover Code,Granted., (vii),"Approvals for cancellation/extinguishment of free/pledged shares",Granted., (viii),Approval for Reduction of Quantity of Shares with Existing Shareholders,"Granted subject to the fact that it complies with the necessary sections of Companies Act, NCLT Rules and directives of the SEBI.", (ix),"Approval of Extinguishment / Payment for Fraction of Shares to Existing Shareholders and issuance of new shares in lieu of the same to the RA or its Group / Associates Companies/Firms",Granted., (x),Approval of Increase in Authorised Capital,"Granted subject to the necessary regulations to be followed and required documentation to be completed along-with requisite fees to be paid.", (xi),"Waiver/In-principle Approval for Application of SEBI/Stock Exchange Rules for issuance of Shares or equivalent instruments under Preferential",Granted., ,"Allotment and Non-convertible Debentures as well as Rights Issue for Deferred Payment under this Resolution Plan as well as raising new Capital for Working Capital / CAPEX",, (xii),Waiver / Exemption from Shareholder’s Approval,Granted.,

(xiii),Approval for Shifting of Registered Office of the Corporate Debtor,"Granted only if the registered office/property belongs to the Corporate Debtor itself and not to a third party. The shift shall be as per the prescribed law.", (xiv),Approval for Change of Name of the Corporate Debtor,"Granted after following all the necessary rules and regulations of the Companies Act, 2013.", (xv),Changes to be incorporated in the MOA/AOA,"Granted after following the procedure as laid down in the Companies Act, 2013", (xvi),Exemption from minimum public shareholding requirement,"Granted after following SEBI ICRD Regulations

2018

(‘ICDR

Regulations’)", (xvii),Waiver of valuation of pricing of shares,Granted subject to the, ,by Registered Valuer,"condition that no shares will be undervalued and a fair price be given to the same.",

(xviii),Waiver/exemption from requirement of No-Objection Certificate,No specific direction can be given.,

Waiver of Liabilities,,, (xix),Liabilities claimed by Financial Creditors,"Strictly as envisaged under the Code.

On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not part of the resolution plan shall stand extinguished.

All other claims shall be dealt with in accordance with the resolution plan.",

(xx),Liabilities claimed by workmen and employee.,Granted.,

(xxi),Litigations before various courts,Granted.,

(xxii),Liabilities claimed by the erstwhile promoters,Granted.,

(xxiii),Liabilities accrued/dues under statutory dues,Granted,

(xxiv),Liabilities claimed by Operational Creditors,Granted., (xxv),Liabilities / Litigations / Disputes / Appeals with Income Tax Dept,"This is for the authorities concerned to consider keeping in view the scheme of the Code.", (xxvi),"Liabilities / Litigations / Disputes / Appeals with Sales Tax / VAT / Service Tax / GST / Excise / Customs / Octroi / Entry Tax Dept","This is for the authorities concerned to consider keeping in view the scheme of the Code.",

(xxvii),Removal of Corporate Debtor Name from Blacklisted or Barred Vendor List,Granted, (xxviii),"Liabilities that may accrue under Various Corporate Laws and Acts, Rules and

Regulations",This is for the authorities concerned to consider.,

(xxix),Liabilities accrued to SEBI / BSE,This is for the authorities concerned to consider.,

(xxx),Liabilities accrued/may accrue under Various Acts & Laws,This is for the authorities concerned to consider.,

(xxxi),Liability which may accrue to Provisions of MAT and Other Sections of Income Tax Act,This is for the authorities concerned to consider.,

(xxxii),Corporate Guarantees issued by Corporate Debtor,Granted.,

(xxxiii),Contingent Liabilities / Legal,Granted.,

,Proceedings pursuant to Resolution Approval,, (xxxiv),"Legal Proceedings pending action / initiated against Corporate

Debtor pursuant to Resolution Approval",Granted.,

(xxxv),Contracts made prior to Effective Date,Granted in terms of the resolution plan.,

(xxxvi),Claims / Rights of Existing Promoter and Promoter Group,Granted.,

(xxxvii),Claims by Government Authorities / Public Sector Authorities,This is for the authorities concerned to consider.,

(xxxviii),Termination of any Negotiable Instruments,Granted.,

(xxxix),Corporate Guarantee / Indemnities by Corporate Debtor,Granted.,

(xl),Revocation of Power of Attorneys,Granted.,

(xli),Extinguishment / Revocation of Workmen Contract,Granted.,

(xlii),Power to appoint new Workmen and Employees,Granted., (xliii),"Approved Resolution Plan to be considered as Proof for

Waiver of Liabilities",Granted.,

(xliv),Removal of Lien / Charge or any action,Strictly as envisaged,

Certified copy of this order be issued on demand to the concerned parties, upon due compliance."

Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan.

A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal."

The Resolution Professional shall stand discharged from his duties with effect from the date of this Order.

The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action" required for starting the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation.,,,

IA (IB) No. 955/KB/2021 and the main Company Petition i.e., CP (IB) No. 986/KB/2020 shall stand disposed of accordingly."

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities."

File be consigned to the record.,,,