IDBI Bank Ltd. vs EPC Constructions India Ltd.

ORDER

In the present case, the amendment with respect to getting approval of CCI imposes an additional procedural obligation on the resolution applicants to furnish the approval from CCI before furnishing the resolution plan. Therefore, we can say that the amendment does not apply on the present CIRP proceedings. Hence, non-furnishing of the approval from CCI is no bar for the CoC or the RP to consider a resolution plan. Hence this objection raised by the Applicant, that RPIF did not have a CCI approval as on the date of meeting i.e. 10.01.2019, stands rejected.

Even otherwise, assuming that the aforesaid amendment was applicable in the present case, as on 10.01.2019 the Applicant itself did not have CCI’s approval. CCI’s approval was furnished on 11.01.2019, a day after the resolution plan of RPIF was approved. In that scenario, even if we assume that RPIF was ineligible to place a resolution plan before the CoC due to not having CCI’s approval, but so was the case of the Applicant. The current position is that the RPIF has also furnished the necessary approval from CCI post the resolution plan was approved by the CoC.

RESOLUTION PLAN FOR EPC CONSTRUCTIONS INDIA LIMITED (“RESOLUTION PLAN”)

8 January 2019

Submitted by: Royale Partners Investment Fund Limited

Contents

EXECUTIVE SUMMARY:

RESOLUTION PLAN

1.

Overview

2.

Liabilities and Creditors Analysis

3.

Mandatory Contents of the Resolution Plan

4.

Overview of The Resolution Applicant:

5.

Business plan for the Company

6.

Financial Proposal for the Company

7.

Management of the Company

Annexure 1: Definitions and Rules of Interpretation

Annexure 2: Structure for Acquisition of Control over the Company by the Resolution Applicant ... 44

Annexure 3: List of contingent liabilities

Annexure 4: Concessions, Reliefs and Dispensations

Annexure 5: List of Litigations

Annexure 6: KYC of the Resolution Applicant

Annexure 7: Certificate of good standing from the bank of the Resolution Applicant

Annexure 8: Statement of proof of funds

Annexure 9: Detailed profile of the Resolution Applicant

Annexure 10: Financial Projections

Annexure 11: Identified Excluded Collateral

Annexure 12: Scheme of Merger

DEFINITIONS AND INTERPRETATIONS:

In this Resolution Plan, capitalized terms defined by inclusion in quotations and/ or parenthesis shall have the meanings so ascribed and additional capitalized terms shall have the following meanings assigned to them in Annexure 1 hereto.

EXECUTIVE SUMMARY:

Royale Partners Investment Fund Limited established as a Category 1 Global Business Company limited by shares under the Mauritius Companies Act 2001 and having its registered office at C/o SGG Fund Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis 11324, Mauritius (“RPIF” or the “Resolution Applicant”), is pleased to submit this Resolution Plan (“Resolution Plan”) for EPC Constructions India Limited (“Company”) under the IBC, and in accordance with the Process Document, the CIRP Regulations, subsequent discussions with and communications received from the Resolution Professional and its advisors. The Resolution Applicant proposes to implement the Resolution Plan in the manner described in detail in Annexure 2 of this Resolution Plan and seeks the support of all the stakeholders of the Company in this regard. Any action proposed to be undertaken by the Resolution Applicant for the implementation of this Resolution Plan, will be undertaken, either directly, or indirectly through or with the affiliates, subsidiaries or associates of the Resolution Applicant either individually or collectively as set out in this Resolution Plan and detailed in Annexures 2 to 10 or otherwise in a manner deemed fit. Each of such affiliates, subsidiaries or associates of the Resolution Applicant shall be compliant with the requirements of Section 29A of the IBC.

The Resolution Plan has been proposed based on the information made available in the Information Memorandum, the Data Room, management meetings and conference calls, site visit and on the assumptions and other terms and conditions stated in this Resolution Plan.

This plan shall become effective and operative upon obtaining the NCLT approval and CCI approval, whichever is later. In the event, any other approval is required for implementation not granted or in case of change in Applicable Law or under any other material circumstances, then notwithstanding anything contained in this Plan, but without prejudice to the financial commitments set forth in this Plan with respect to each creditor of the Company (including the quantum of payment or settlement to be made to such creditor and the timeline within which the payment or settlement is to be made), the Resolution Applicant shall be entitled to revise the acquisition structure (including, the implementation thereof) in compliance with Applicable Law, to implement the Plan by intimating the COC, without prejudice to any timelines specified in this Resolution Plan for payment of Total Consideration.

The Resolution Applicant has to the extent possible taken into account the interest of all the stakeholders and therefore believes that the Resolution Plan will create a sustainable capital structure that will enable the Company to continue as a “going concern”. Accordingly, we are very keen to work with the stakeholders of the Company and are confident of delivering on this Resolution Plan in an expeditious and time-bound manner after receiving necessary approvals.

Further, we believe the following factors uniquely position the Resolution Applicant in making this Resolution Plan successful for the stakeholders:

•

Availability of sufficient funds to implement the Resolution Plan

•

Strategic presence and deep connect of the sponsors in UAE which will serve as an additional market for winning new projects in future, helping in the revival of the Corporate Debtor’s business going forward

•

RPIF is strategically looking at further investments in the EPC and infrastructure sector in India. Consolidation of all the group interests that will be acquired in due course, will be with the objective to build synergies to further improve operational efficiencies across all businesses including that of the Corporate Debtor.

Financial Assessment of the Company’s Operations

The Resolution Applicant has done an analysis of the current and historical operations of the Company (on the basis of the review of the IM and the information/ documents made available in the Data Room. As part of this Resolution Plan, we intend to realign the Company’s overall debt into viable limits. The Resolution Applicant plans to infuse an amount of INR 420 Crores in the company, by way of equity or debt or similar instruments.

Proposal for Financial Creditors

The Resolution Applicant’s Financial Proposal is based on the statement of assets and liabilities of the Company as set out in the provisional balance sheet of the Company as of 31 March 2018 and as uploaded on the Data Room (“Provisional Balance Sheet”) and the list of creditors of Company as uploaded on the Company’s website (http://www.epcc.co.in/en-us/cirp) (“List of Creditors”).

The following table summarizes the proposed offer as part of the Resolution Plan to the Financial Creditors under the IBC:

Particulars	Amount
1. Upfront Consideration	An amount of INR 420,00,00,000 (Rupees Four Hundred Twenty Crores) less payment towards (i) CIRP Costs which exceeds existing cashflows (“Balance CIRP Costs”); and (ii) Potential Workmen’s Dues (“Upfront Consideration”) to be paid to the Financial Creditors within an indicative timelines of 30 Business Days.
2. Deferred Consideration	INR 480,00,00,000 (Rupees Four Hundred Eighty Crores) (“Deferred Consideration”) by way of issuance of NCDs with a cumulative amount of even value.
Total Consideration	Sum of Upfront Consideration and Deferred Consideration of INR 900,00,00,000 (Rupees Nine Hundred Crores) as total consideration for assignment of Admitted Debt of Financial Creditors in entirety along with the entire Debt Collateral.

Qualitative Criteria

Parameter	Remarks
Reasonableness of Financial Projections	This Resolution Plan proposes to make Upfront Payment to the Financial Creditors as per details provided in the Financial Proposal (Section 6) The NCDs are proposed to be redeemed in 5 years as per the financial projections estimated by the Resolution Applicant. The financial projections have been prepared with conservative assumptions, considering sufficient time required to stabilize the business and gradually grow it.
Risk Assessment and Mitigation Plan		Risk Assessment	Mitigation Measures
		Economic slowdown impacting EPC industry	Expected revival of infrastructure growth: • India has a requirement of investments worth INR 50 trillion in infrastructure by 2022 to have sustainable development in the country. India is witnessing significant interest from international investors in the infrastructure space. Some key investments in the sector are listed below: ▪ In June 2018, the Asian Infrastructure Investment Bank (AIIB) has announced US$ 200 million investment into the National Investment & Infrastructure Fund (NIIF).
Parameter	Remarks
			▪ Private equity and venture capital (PE/VC) investments in the infrastructure and real estate reached US$ 3.9 billion with 29 deals during the first half of 2018. ▪ Indian infrastructure sector witnessed 91 M&A deals worth US$ 5.4 billion in 2017 • Government Initiatives The Government of India is expected to invest highly in the infrastructure sector, mainly highways, renewable energy and urban transport. Some of the steps taken in the recent past are being discussed hereafter: ▪ Announcements in the Union Budget 2018-19: - Massive push to the infrastructure sector by allocating INR 5.97 lakh crores for the sector. - Railways received the highest ever budgetary allocation of INR 1.48 trillion. - INR 16,000 crores towards Sahaj Bijli Har Ghar Yojana (Saubhagya) scheme. The scheme aims to achieve universal household electrification in the country. - INR 4,200 crores to increase capacity of Green Energy Corridor Project along with other wind and solar power projects. - Allocation of INR 10,000 crores to boost telecom infrastructure. ▪ A new committee to lay down standards for metro rail systems was approved in June 2018. As of August 2018, 22 metro rail projects are ongoing or are under construction. ▪ INR 2.05 lakh crores will be invested in the smart cities mission. All 100 cities have been selected as of June 2018. ▪ The Government of India is working to ensure a good living habitat for the poor in the country and has launched new flagship urban mission, the Pradhan Mantri Awas Yojana (Urban). In May 2018, construction of additional 150,000 affordable houses was sanctioned under Pradhan Mantri Awas Yojana (PMAY), Urban. Given the massive investments expected by 2022 to meet the infrastructure needs of the country, the growth of the EPC sector is expected to revive.
		High dependency on projects from Essar Group and limited exposure to project execution outside the Group business	EPCCIL has been facing delays in collection of receivables for projects executed for few of its key clients, which has resulted in liquidity issues. The Resolution Applicant proposes to: • Develop capabilities in new areas having good future potential namely nuclear power, irrigation and defense. • Focus on sectors such as Hydrocarbons, Pipelines (Water as well as Oil & Gas), Offshore, Marine and Power, in which the Corporate Debtor has core strengths and proven track record. • Tie up with international technology licensors to enable the Corporate Debtor to bid for green-field and up-gradation the work as well as niche projects.

Parameter	Remarks
	• Strengthen vendor relations for better negotiations and improved margins. • Sharpen Tendering and Estimation for competitive pricing. Inability to As per our analysis, the Company has restricted its ability to bid for new bid for projects outside the group companies except for a projects few projects awarded in the recent past outside the group other than due to non-availability of funds and constraints in obtaining group bank guarantee facilities (for meeting the requisite Earnest company projects Money Deposit). The Resolution Applicant thereby requires an additional Non-Fund based working capital limit of INR 400 crores (“NFB Limits”) from the Lenders to meet the working capital requirements of the Company in order to achieve the desired level of operations. The Lenders shall extend their support for providing the same or as an alternate agree to cede priority charge to new lender (if any) which may be inducted by the Company to extend such NFB facilities for the aforesaid purpose to the extent of NFB Facilities.
				Inability to bid for new projects other than group company projects	As per our analysis, the Company has restricted its ability to bid for projects outside the group companies except for a few projects awarded in the recent past outside the group due to non-availability of funds and constraints in obtaining bank guarantee facilities (for meeting the requisite Earnest Money Deposit). The Resolution Applicant thereby requires an additional Non-Fund based working capital limit of INR 400 crores (“NFB Limits”) from the Lenders to meet the working capital requirements of the Company in order to achieve the desired level of operations. The Lenders shall extend their support for providing the same or as an alternate agree to cede priority charge to new lender (if any) which may be inducted by the Company to extend such NFB facilities for the aforesaid purpose to the extent of NFB Facilities.
Plan to protect the interest of other stakeholders	This Resolution Plan has been designed taking into consideration the interest of all stakeholders as detailed in Section 3 hereto.
Regulatory Compliance	The Resolution Applicant adheres to the highest standards of corporate governance and compliances as evidenced from the quality of annual reports, investor presentations and other timely disclosures made by the Resolution Applicant.
Track record of debt repayment	The Resolution Applicant has an impeccable track record and has no history of any debt defaults. A certificate of good standing from its bank is enclosed in Annexure 7.
Financial strength	The Resolution Applicant has available funds in excess of USD 300 million for its investments. The proof of funds to the extent of USD 100 million which is sufficient for implementation of the resolution plan is enclosed in Annexure 8.

The Resolution Applicant reiterates that the Resolution Plan outlines a consideration involving: (i) Upfront Consideration (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen’s Dues) of INR 420 Crores to be paid to the Financial Creditors within 30 Business Days; and (ii) a Deferred Consideration in the form of NCDs of a cumulative face value of INR 480 Cores which shall be repayable within a tenure of 5 years and shall have further terms and conditions as per details given in Annexure 2; together (Deferred Consideration and Upfront Consideration referred together as “Total Consideration.

The Resolution Applicant will bring in the aforesaid Upfront Consideration of INR 420 crores and payment towards Admitted Workmen and Employee Dues by way of fresh funds into the Company in the form of equity (including equity shares, preference shares, subordinated debt, quasi equity, and convertible instruments) along with its associate companies.

The proposal for Operational Creditors and other stakeholders of the Company is detailed in Section 3 of this Resolution Plan.

The Resolution Applicant proposes to completely restructure the Company’s balance sheet and focus on operational excellence in order to create significant value for all stakeholders of the Company.

The commitments stated in this Resolution Plan are in line with the overall strategy of the Resolution Applicant for successfully running the Company and creating value for all the stakeholders. The Resolution Applicant is also committed to completing this transaction in an expeditious manner.

RESOLUTION PLAN

This Resolution Plan is proposed by Royale Partners Investment Fund Limited, a Category I Global Business Company limited by shares under the Mauritius Companies Act, 2001 and having its registered office at C/o SGG Fund Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis 11324, Mauritius (“Resolution Applicant”) or (“RPIF”), pursuant to the IBC, IM and Process Document.

1. Overview

1.1.

The National Company Law Tribunal, Mumbai (“NCLT”), through its order (“Order”) dated 20 April 2018 (“Insolvency Commencement Date”), admitted the application for initiation of corporate insolvency resolution process (“CIRP”) filed by the IDBI Bank Limited in respect of EPC Constructions India Limited (formerly known as Essar Projects (India) Limited) (“Company” or “Corporate Debtor” or “EPCCIL”) in accordance with Section 7 of the IBC. Pursuant to the Order, Mr Abhijit Guhathakurta, was appointed as the interim resolution professional and thereafter, was appointed as the resolution professional for the Company by the Committee of Creditors (“Resolution Professional”). The Resolution Professional has provided an information memorandum in July 2018 containing certain information relating to the Company (“Information Memorandum” or “IM”) and subsequent details provided by the Resolution Professional through email communication and Data Room.

1.2.

We thank the Resolution Professional and the COC for inviting the Resolution Applicant to submit a resolution plan for the Company.

1.3.

We will be submitting Earnest Money Deposit (“EMD”) as per the clause 1.9 of the Process document along with the Resolution Plan. If the resolution plan gets approved by the CoC, an amount of INR 42 Crores which shall also include the EMD of INR 5 crores (equivalent to 10% of the Upfront Consideration) will be issued within 2 days of issuance of LoI by the CoC, with a further amount of INR 48 crores (i.e., aggregating to 10% of the Total Consideration), to be issued within a further period of 90 days thereafter.

1.4.

For the purposes of this Resolution Plan, the capitalised terms defined by inclusion in quotations and/or parentheses shall have the meaning ascribed to such term under Part A of Annexure 1. Further, the rules of interpretation are set out in Part B of Annexure 1.

2. Liabilities and Creditors Analysis

According to the Provisional Balance Sheet, the liabilities of the Company are as follows:

Provisional figures as on April 20, 2018	Amount (INR Cr)
Long term borrowings	166.60
Short Term Borrowings	2,478.05
Trade payables	926.62
Other Financial Liabilities	3,572.88
Provisions	10.32
Other Current/ Non-Current Liabilities	609.07
Total Liabilities	7,763.54

As per the amendment to the CIRP Regulations on 31 December 2017, the requirement for disclosing the liquidation value of an asset undergoing resolution to the resolution applicant has been dispensed with. Accordingly, the Liquidation Value for the Corporate Debtor is currently not available with us.

According to the List of Creditors, total claims filed amounts to INR 13,254.43 crores, out of which claims aggregating to INR 7,487.45 crores have been verified and admitted (“Admitted Debt”) for the purpose of CIRP by the Resolution Professional. The breakup of the claims is as follows:

Description	Amount Submitted (INR Cr)	Amount Admitted (INR Cr)
Financial Creditors of the Company (“Financial Creditors”)	9,552.99	7,487.45
Operational Creditors of the Company (“Operational Creditors”)	3696.87	244.78
Workmen/Employees	4.57	0.68
Total Claims	13,254.43	7,732.91

3. Mandatory Contents of the Resolution Plan

3.1. Payment of the Insolvency Resolution Process Cost (CIRP Cost):

i.

As per IBC, the CIRP Costs are accorded highest priority amongst the creditors of a Corporate Debtor and the CIRP Costs shall, amongst other things, include the costs, fees and charges incurred by the Resolution Professional, in running the operations of the Company as a going concern.

ii.

The CIRP Costs will be paid in full and in priority to any other creditor of the Company upon the Resolution Plan becoming effective, first from out of the available cash balances in the Corporate Debtor and thereafter the remaining CIRP Cost ie Balance CIRP Costs, if any, from out of the Upfront Consideration.

3.2. Proposal for Financial Creditors:

i.

As per the List of Creditors, Workmen and Employees’ dues amounting to INR 4.57 Crores have been filed. Out of which INR 0.68 Crores have been verified and admitted by the Resolution Professional and form part of the Admitted Debt. Such Admitted Workmen and Employee Dues shall be treated pari-passu with Financial Creditors and shall be paid in full in the manner as specified in Section 3.4 below. In the event any additional workmen dues are admitted until the Approval Date, to the extent they ascribe to a period of 24 months preceding the Insolvency Commencement Date (“Potential Workmen’s Dues”) such Potential Workmen Dues shall form part of Admitted Workmen and Employee Dues and be paid out of the Upfront Consideration.

ii.

As regards the Financial Creditors, according to the List of Creditors, total claims filed by the Financial Creditors amount to INR 9552.99 Crores, out of which claims aggregating to INR 7487.45 Crores have been verified and admitted for the purposes of CIRP by the Resolution Professional (“Admitted Debt of Financial Creditors”). The Resolution Applicant understands that the Admitted Debt for Financial Creditors also includes all un-invoked/ invoked bank guarantees, which will continue until their expiry. Out of this aggregate amount of Admitted Debt, the Resolution Applicant has proposed to pay the following consideration to the Financial Creditors for full and final discharge of the Financial Creditors and for assignment of entire Claims and Admitted Debt of Financial Creditors to the Indian SPV:

a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees Four Hundred Twenty Crores) (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen’s Dues, if any) within 30 Business Days; and.

b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees Four Hundred Eighty Crores) in the form of unlisted NCDs.

iii.

In addition, according to List of Creditors, total claims filed by the operational creditors of the Company amount to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores have been verified and admitted by the Resolution Professional for the purposes of CIRP by the Resolution Professional (“Operational Creditors”).

iv.

The Liquidation Value payable to the Operational Creditors or the other creditors or stakeholders of the Company (including dues to employees (other than Workmen), government dues, taxes, etc. and other creditors and stakeholders) is expected to be NIL and therefore, they will not be entitled to receive any payment.

v.

The Admitted Workmen and Employees Dues shall be paid out of the infusion by the Resolution Applicant into the SPV/ Corporate Debtor.

vi.

Post the payment of CIRP Costs in the manner set out in Section 3.1 of this Resolution Plan and payment of Admitted Workmen and Employees Dues in the manner set out in (v) above and 3.4 below, all Admitted Debt of Financial Creditors (including letters of credit and bank guarantees) will be treated in the manner provided in this Section of the Resolution Plan and the Secured Financial Creditors shall be entitled to receive Total Consideration comprised as follows:

(a)

Upfront Consideration of INR 420 Crores (Indian Rupees Four Hundred Twenty Crores)

(b)

Deferred Consideration of INR 480 Crores (Indian Rupees Four Hundred Eighty Crores) as secured and unlisted NCDs, to be paid over a period 5 years at a coupon of 8% p.a., as shown in Annexure 2.

It is clarified that:

A. The Resolution Applicant shall have the right to voluntarily prepay/ redeem the entire Deferred Consideration to the Financial Creditors, in part or in full, at any time during the tenor of the NCDS, provided that an IRR of 8% p.a. is maintained;

B. Notwithstanding anything contained in this Resolution Plan, the aggregate of Upfront Consideration and Deferred Consideration (“Total Consideration”) shall be the full and final discharge provided to the claims of the Financial Creditors, upon receipt of which all claims of Financial Creditors in relation to Admitted Debt shall stand extinguished;

C. Notwithstanding anything in this Plan, on and from the Effective Date, all the guarantors/ third party security providers who have provided/ issued any guarantees/ security (on their assets) for and on behalf and in order to guarantee/ secure the debt of the Company (including but not limited to the Identified Excluded Collateral), shall not be entitled to exercise any subrogation rights in respect of such guarantees/ security, on account of any invocation/ enforcement by the Financial Creditors of the Company of such guarantee/ security in any circumstance.

D. Notwithstanding anything in the Plan, the COC shall be at liberty to distribute the Total Consideration (less any amounts paid towards Balance CIRP Costs and Potential Workmen’s Dues) inter se each other, including to the Unsecured Financial Creditors, in whatever manner, order or priority they deem fit at their discretion. In any event, the Resolution Applicant does not propose to pay any amounts over and above the Total Consideration and shall have no further liability.

E. If any debts of Financial Creditors are admitted over and above the Admitted Debt for Financial Creditors, the discharge offered to Secured Financial Creditors for such increase in Admitted Debt shall be made by the COC out of the Total Consideration in any manner they deem fit. The Resolution Applicant will not have any obligations over and above Total Consideration to the Financial Creditors; and

F. It is clarified that in the event there are any additional CIRP Costs and/ or Admitted Workmen and Employee Dues in excess of the amount identified and admitted as of the date hereof, then such excess amount shall also be adjusted from the Upfront Consideration (to the extent the available cash balances of the Company are insufficient in discharging the CIRP Costs), prior to making any payments to the Secured Financial Creditors.

vii.

With respect to the amount payable to the Financial Creditors (other than those referred to in 3.2 (vi) (a) and (b) above) including accrued or unpaid interest arising after Insolvency Commencement Date and until the Effective Date, in relation to any debt of the Company will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or Resolution Applicant or the SPV shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

viii.

The cash balances of the Corporate Debtor will accrue and be paid to the Financial Creditors (less any Balance CIRP Costs) till the date of implementation of the Plan, i.e., till the date of payment of the Upfront Consideration.

ix.

Other than as specified in Section 3.2. ii to vi above and except for the payment of the Total Consideration, any and all other Claims or demands made by or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallized mark to market losses on derivatives and other charges already accrued/ accruing or in connection with any Third Party Claims) any actual or potential Financial Creditors of the Company or in connection with any debt of the Company (including any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

x.

On the Effective Date and discharge of creditors (including but not limited to Total Consideration for Financial Creditors and the payment set out to the specific category of Operational Creditors) in the manner set out in Sections 3.2 and 3.4, any and all rights and entitlements (including any right to convert debt into equity, right of recompense under any restructuring agreement or any other restructuring/ financing agreement, whether recorded as a contingent liability or not or any remedy available pursuant to any default including event of default (whether financial or otherwise) in relation to any loans or other financial debt availed by the Company, under any loan documents, restructuring agreements, guarantees furnished by the Company, undertaking, or other financing agreements/ arrangements (including any undertaking, side letter, letter of comfort, letter of undertaking etc.)) of any actual or potential Financial Creditors of the Company not addressed in Section 3.2 , whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant or the SPV shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. Furthermore, the Company shall stand discharged of any default or event of default under any loan documents or other financing agreements or arrangements (including any side letter, letter of comfort, letter of undertaking etc.) and all rights/ remedies of the creditors shall stand permanently extinguished. Furthermore, it is hereby clarified that upon approval of the Resolution Plan by the NCLT, no further consent of any creditor (Financial Creditor, Operational Creditor or otherwise) shall be required to implement the Resolution Plan.

xi.

Subject to Section 3.2.x above, any Encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits or cash or any other rights or privileges and including without limitation, any guarantee, security, letter of credit or pledge provided by the Existing Promoters of the Company that was created/granted/arranged in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company, at any time prior to the Effective Date, shall automatically be released and all liabilities and obligations of the Company and any Third Party on behalf of the Company in relation to such Encumbrance or other form of collateral shall stand permanently extinguished on the approval of this Resolution Plan by the NCLT and payment of the Total Consideration as specified here (including those created/ arranged by the Company as a guarantor or a third party security provider in relation to its subsidiaries, joint ventures, related parties or associates, if any, but without prejudice to the primary obligations of such parties to the respective counter parties without any recourse to the Company), without the requirement of any further action on part of any party and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. All title deeds and other documents (including charge documents, if any) held by the Financial Creditors or on their behalf shall be immediately returned to the Company.

xii.

Notwithstanding the above, on the Effective Date and upon discharge of Financial Creditors in the manner set out under this Section, all relevant Persons including the Financial Creditors shall redeliver and shall cause to be delivered to the Company, all documents (including loan agreements, guarantees, security documents, title deeds, lease deeds, lease agreements, demand promissory notes, records, powers of attorneys, post-dated cheques, other negotiable instruments, encumbered with the Financial Creditors and all other documents) and collateral in relation to such assets that are in possession of or deposited with such Financial Creditors or any other Person for the benefit of any of the creditors of the Company. Further, each creditor of the Company shall execute or issue discharge certificates, no-objection certificates and all other documents and take all such actions as may be reasonably required by the Company or the Resolution Applicant for the release of the Encumbrances, security interests and charges contemplated in this paragraph.

xiii.

Notwithstanding the above, upon the approval of the Resolution Plan by the NCLT under Section 31 of the IBC, on and from the Effective Date:

(A)

all Claims in connection with all violation or breach of any agreement by the Company shall be settled at NIL value at par with Operational Creditors as specified in this Resolution Plan;

(B)

any event of default having occurred on part of the Company under any of the financing documents entered into by the Company on its own behalf or entered into on behalf of any of its subsidiaries, joint ventures or associates to secure or guarantee any of their liabilities, prior to the Effective Date and any Claims arising against the Company on account of such defaults shall be settled at NIL value. Notwithstanding the foregoing, such discharge of obligations of the Company shall not be deemed to be waiver or discharge of the obligations of such subsidiaries, joint ventures or associates;

(C)

all the outstanding negotiable instruments, corporate guarantees issued by the Company or by any Person on behalf of the Company including demand promissory notes, post-dated cheques and letters of credit, shall stand terminated and the Company’s liability under such instruments shall stand extinguished;

(D)

all notifications with regards to defaults filed with Credit Information Bureau (India) Limited (“CIBIL”), any Information Utility, RBI or any other regulatory authority shall be withdrawn by the respective Financial Creditors;

(E)

Bank guarantees which are already issued on behalf of the Corporate Debtor will continue till their expiry and devolve as per the terms of their issuance. These bank guarantees already form a part of the Admitted Debt and the Corporate Debtor will not incur any further liability upon their devolvement or invocation. Any margin money in relation to such bank guarantees shall be to the credit of the Financial Creditors and shall be appropriated by them upon refund of such margin for any reason whatsoever and neither the Resolution Applicant nor the Corporate Debtor shall have any claim over the same.

xiv.

Any invocation or appropriation or other enforcement action already undertaken against the Company in respect of any Encumbrance or collateral in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company, at any time prior to the Effective Date, shall stand automatically revoked and cancelled and deemed null and void and all liabilities and obligations in relation to such Encumbrance or collateral shall be deemed to have been permanently extinguished on the approval of this Resolution Plan by the NCLT. The Company or the Resolution Applicant or the SPV shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. However, any invocation or enforcement action already undertaken by a Financial Creditor or Operational Creditor or otherwise, against any Third Party in respect of any Encumbrance or collateral in connection with any Financial Debt or Operational Debt or any other debt at any time prior to the Effective Date shall not automatically be revoked and cancelled and in such a case, Claims, if any, filed against the Company by such Third Party shall be settled at NIL value.

3.3. Proposal for Operational Creditors (excluding employees and Workmen):

i.

As per the List of Creditors, total claims filed by Operational Creditors (excluding employees and Workmen) aggregate to INR aggregate to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores have been verified and admitted by the Resolution Professional for the purposes of CIRP by the Resolution Professional.

ii.

In terms of the IBC, the payment due to operational creditors should not be less than the liquidation value payable to the operational creditors in the event of a liquidation of the Corporate Debtor under Section 53 of the IBC. However, the Liquidation Value is expected to be NIL and therefore, NIL payment has been proposed under the Resolution Plan towards all claims of Operational Creditors (whether filed or not, whether admitted or not and whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors) and no source has been identified for such payment under this Resolution Plan.

iii.

Any and all other Claims or demands made by, or liabilities or obligations owed or payable to (including but not limited to any Operational Debt including any advances payable to any Operational Creditor under any contract, any demand for any losses or damages, indemnification, principal, interest, compound interest, penal interest, liquidated damages, and other charges already accrued/ accruing or in connection with any Third Party Claims) any actual or potential Creditor, vendor, contracting counterparty, Governmental Authority, claimant or any other person whatsoever (including but not limited to the Operational Creditors and its promoters, directors and other related parties of the Company and/ or the Existing Promoters) (singular as “Third Party” and collectively as “Third Parties”), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by The Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

iv.

Any Encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits or cash or any other rights or privileges and including without limitation, any guarantee, security, letter of credit or pledge provided by the Existing Promoters of the Company) that was created/granted/arranged in connection with any Operational Debt or any other debt or obligation of the Company, at any time prior to the Effective Date, shall automatically be released and all liabilities and obligations of the Company and any Third Party (including the Existing Promoters) on behalf of the Company in relation to such Encumbrance or other form of collateral shall stand permanently extinguished on the approval of this Resolution Plan by the NCLT, without the requirement of any further action on part of any party. All title deeds and other documents (including charge documents, if any) held by the Operational Creditors or on their behalf shall be immediately returned to the Company.

v.

Any and all rights and entitlements of any actual or potential Third Party, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

3.4. Proposal for Employees /Workmen:

i.

As per the List of Creditors, there are INR 4.57 Crores dues to employees and/or Workmen which have been claimed, out of which all the claims aggregating to INR 0.68 Crores have been verified and admitted for the purposes of CIRP by the Resolution Professional (“Admitted Workmen and Employees Dues”), the same shall be discharged from the funds brought in, directly or indirectly, by the Resolution Applicant. Any Potential Workmen Dues shall be paid out of the Upfront Consideration, after payment of any Balance CIRP Costs, in terms of Annexure 2.

ii.

Other than the Admitted Workmen and Employees Dues, any and all Claims or demands made by, or liabilities or obligations owed or payable to, (including any demand for any losses or damages, or interest, back wages, compensation, penal interest, liquidated damages already accrued/ accruing or in connection with any Claims) any present or past, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

iii.

Other than the Admitted Workmen and Employees Dues, any and all rights and entitlements of any present or past, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

3.5. Proposal for Statutory Liabilities including Outstanding Governmental Authority Dues, Taxes, etc.:

i.

As per IBC, since the statutory liabilities are operational debt, the resolution applicant is required to ensure that it pays at least the liquidation value in respect of the statutory liabilities. The statutory liabilities payable by the Company include without limitation Claims under all Taxes and provident fund payments. As stated in Section 3.2. iv of this Resolution Plan, the Liquidation Value is expected to be NIL and therefore, NIL payment has been proposed under the Resolution Plan towards payment of statutory liabilities including but not limited to any outstanding government dues, Taxes, provident fund and other liabilities of the Company and no source has been identified for such payment under this Resolution Plan.

ii.

Accordingly, all Claims or demands made by, or liabilities or obligations owed or payable to or assessed by, the Governmental Authorities including but not limited to the Central government, the State governments, any regulatory or local authority or body or any agency or instrumentality thereof, in relation to any Taxes, including all such dues, duties, direct or indirect, penalties, fees, interest, fines, levies, cesses, assessments or additions or any other charges or payments whatsoever (including without limitation any Taxes, Claims, liabilities or dues set out in Annexure 3 and Annexure 5 and any liabilities in relation to any consent, permission, privilege, entitlement, exemption, benefit, license or approval granted to the Company or in relation to the Company, whether or not such consent, permission, privilege, entitlement, exemption, benefit, license or approval is subsisting, lapsed or expired), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by The Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full and will be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. It is also proposed that no interest or penalty should be levied on the crystallised statutory liabilities with respect to the statutory liabilities of the Company prior to the Effective Date.

iii.

Specifically, all dues under the provisions of Applicable Laws relating to Taxes (including without limitation the Taxes, Claims, liabilities or dues set out in Annexure 3 and Annexure 5) whether admitted or not, due or contingent, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company shall not be liable to pay any amount against such dues. All notices, assessments, appellate or other proceedings pending or threatened in relation to the Company, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall stand terminated and withdrawn and all consequential liabilities, if any, shall stand extinguished and be considered as not payable by the Company by virtue of the order of the NCLT approving this Resolution Plan and any re-assessment, revision or other proceedings under the provisions of the Applicable Laws relating to Taxes would be deemed to be barred in relation to any period prior to the Effective Date, by virtue of the order of the NCLT approving this Resolution Plan.

iv.

Without prejudice to Section 3.5.i to iii above, all monetary liabilities (including without limitation, for any penalty, interest, fines or fees) of the Company or any Claims which may arise, in relation to; (A) any investigation, inquiry or show-cause notice; (B) any Non-Compliance of provisions of any Applicable Laws, rules, regulations, directions, notifications, circulars, guidelines, policies, licenses, approvals, consents or permissions; (C) change of control, transfer charges, unearned increase, compensation, or any other such liability whatsoever under any contract, agreement, lease, license, approval, consent or permission to which the Company are entitled; (D) any leasehold rights or freehold rights to movable or immovable properties in the possession of the Company (including but not limited to the leases, letter of intent or other agreements / contracts / arrangements for immovable property entered into by the Company with the Central Government and State Government of Maharashtra); and (F) any contracts, agreements or commitments made by the Company, in each of the foregoing cases whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be settled at NIL value at par with Claims of Operational Creditors as set out in Section 3.3.ii of this Resolution Plan.

v.

Any and all rights and entitlements of the Governmental Authorities including but not limited to the Central government, the State governments, any regulatory or local authority or body or any agency or instrumentality thereof (or any other party or entity (under any agreement, lease, license, approval, consent or permission), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

3.6. Proposal for other stakeholders (including other creditors):

i.

In relation to any other actual or potential Third Parties (including creditors, existing shareholders and/or other stakeholders) whose claims have not been covered under Section 3.1 to 3.5 above, there will be no funds available for payment to them as the Liquidation Value is insufficient to satisfy the claims of even the Financial Creditors in full. Therefore, NIL payment has been proposed under the Resolution Plan towards payment to such creditors and/or stakeholders and no source has been identified for such payment under this Resolution Plan.

ii.

Any and all Claims or demands in connection with or against the Company (including any demand for any losses or damages or in connection with any Third Party Claims or any investigations by any governmental bodies or authorities such as the Central Bureau of Investigation, Serious Fraud Investigation Office) by or to any other stakeholder (including any other actual or potential creditor, if any or any counter-party, including any subsidiary, joint venture or associate) whether under Applicable Law, equity or contract, whether admitted or not, due or contingent, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, and all inquiries, investigations or proceedings in relation to the foregoing, whether civil or criminal, in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be settled at NIL value at par with Claims of Operational Creditors as set out in Section 3.3.ii of this Resolution Plan.

iii.

All liabilities in relation to any letters of credit, letters of undertaking, guarantees, counter guarantees, corporate guarantees, bank guarantees, performance guarantees or other contingent or future Claims, liabilities and/or commitments of any nature whatsoever (including without limitation the Taxes, Claims, liabilities or dues set out in Annexure 3 and Annexure 5), issued by, or on behalf of, or at the behest of, the Company, or incurred or undertaken by the Company (as the case may be), in relation to any period prior to the Effective Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, whether asserted or unasserted, whether admitted or not, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or List of Creditors, will be written off in full and will be deemed to be permanently extinguished, by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

iv.

All present and future, Claims, dues, liabilities, amounts, arrears, dividends or obligations owed or payable by, the Company or in connection with, the Company, to the Existing Promoters or other existing shareholders or any of their companies, entities, subsidiaries, associates, joint ventures or affiliates or related parties, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, will be deemed to be written off in full and be permanently extinguished in perpetuity by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. In relation to any other actual or potential creditors and/or stakeholders whose claims have not been covered under Sections 3.1 to 3.6 above, there will be no funds available for payment to them as the Liquidation Value is insufficient to satisfy the claims of even the Financial Creditors in full. Therefore, NIL payment has been proposed under the Resolution Plan towards payment to such creditors and/or stakeholders and no source has been identified for such payment under this Resolution Plan.

3.7. Treatment of amounts claimed under ongoing litigations:

i.

All Claims arising out of: inquiries, investigations, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against, the Company or the affairs of the Company, pending or threatened, present or future and the proceedings (under Section 138 of the Negotiable Instruments Act, 1881 and the Tax related Claims or liabilities specifically set out in Annexure 3 and Annexure 5 hereto) in relation to any period prior to the Effective Date or on account of acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, shall be settled at NIL value at par with the treatment accorded to the Operational Creditors of the Company as set out in Section 3.3.ii of the Resolution Plan.

ii.

It is clarified that the Existing Promoters and existing shareholders, managers, directors, officers, employees, Workmen or other personnel of the Company shall continue to be liable for all the Claims, demand, obligations, penalties etc. arising out of any (i) proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. (including those arising out of any orders passed by the NCLT pursuant to Sections 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC), whether civil or criminal, pending before any authority, court, tribunal or any other forum prior to the Effective Date or (ii) that may arise out of any proceedings, inquiries, investigations, orders, show cause, notices, suits, litigation etc. (including any orders that may be passed by the NCLT pursuant to Sections 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC), whether civil or criminal, that may be initiated or instituted post the approval of the Resolution Plan by the NCLT on account of any transactions entered into, or decisions or actions taken by, such Existing Promoters and existing shareholders, managers, directors, officers, employees, Workmen or other personnel of the Company, and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

3.8. Term of the Resolution Plan and implementation schedule:

i.

The term of the Resolution Plan shall commence on the date submission of the Resolution Plan to the Resolution Professional and shall remain valid in line with Clause 1.8.3 of the Process Document. Notwithstanding anything contained in this Resolution Plan (except to the extent set out in Section 7 of this Resolution Plan), no part of this Resolution Plan shall become effective or enforceable until either (i) the Resolution Plan is approved by the NCLT in the manner previously proposed by the Resolution Applicant and approved by the COC; or (ii) if approved by the NCLT with any variance, then in the form and substance acceptable to the COC and the Resolution Applicant. Upon approval of the Resolution Plan by the NCLT, this Resolution Plan shall ipso facto form part of the NCLT order approving the Resolution Plan.

ii.

The implementation schedule for the Resolution Plan is set out in Section 7 of the Resolution Plan.

3.9. Mechanism regarding the management and control of the business of the Company post approval of the Resolution Plan by the Adjudicating Authority:

I. On and from the date of approval of this Resolution Plan by the NCLT and until the Transfer Date (as defined in Annexure 2) in the manner set out under Annexure 2 of this Resolution Plan (“Interim Period”), the Company will be monitored by the Monitoring Agency in carrying out the day to day functions of the Company under the instructions, control and management of the Steering Committee.

II. All fees payable to the Monitoring Agency (including any legal costs which have arisen or may arise out of or in connection with the corporate insolvency resolution process of the Company) and Steering Committee shall be met out of the accruals of the Company and to the extent the internal accruals are not sufficient to meet the aforesaid costs and expenses, the same shall be accrued as CIRP Cost and be paid by the Resolution Applicant as CIRP cost on the Effective Date, as consideration for fulfilling their respective obligations during this Interim Period.

III. It is clarified that the decisions which could otherwise have been taken by the Company’s Board shall be taken by the Monitoring Agency and the Steering Committee (until reconstitution of Board by the Resolution Applicant/ SPV) and that the Company’s Board shall have no authority whatsoever to conduct the business of the Company. The Steering Committee shall comprise of 5 members which shall include 3 authorized representatives of the Committee of Creditors and 2 nominees of the Resolution Applicant subject to Applicable Law. Any decisions taken by the Company’s Board shall be null and void and not be binding on the Monitoring Agency, Steering Committee and/or the Company. The Steering Committee shall carry out their obligations and manage and control the Company and shall be supported by the Monitoring Agency and their legal advisors in the manner specified above. Without prejudice to the foregoing, it is hereby clarified that all costs and fees relating to any pending disputes, ongoing litigations or any appeals filed on or prior to the Effective Date, where such disputes/ litigations pertain to the CIRP of the Company and/or the Resolution Plan, and wherein the Resolution Professional is or has been made a party, such costs and expenses shall be met out of the internal accruals of the Company and to the extent the internal accruals are not sufficient to meet the aforesaid costs and expenses, the same shall be accrued as CIRP Cost and be paid by the Resolution Applicant as CIRP cost on the Effective Date.

IV. On and from the date of approval of this Resolution Plan by the NCLT and until the Transfer Date, Monitoring Agency in consultation with the Steering Committee as the case may be shall:

(A)

carry on the business with reasonable diligence and business prudence and in the same manner as it had been doing hitherto, and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitment either for themselves or on behalf of its respective affiliates or associates or any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal in any of its properties/assets, except:

1.

when the same is expressly provided in this Resolution Plan; or

2.

when the same is in the ordinary course of business as carried on, as on the date of approval of this Resolution Plan; or

3.

when written consent of Steering Committee and the Resolution Applicant has been obtained in this regard;

(B)

except as provided in the Resolution Plan, not make any change in capital structure of the Company either by way of any increase (by issue of equity shares, bonus shares, convertible debentures or otherwise), decrease, reduction, reclassification, sub-division or consolidation, re-organisation or in any other manner, which would have the effect of re-organisation of capital of the Company; and

(C)

not alter or substantially expand the Company’s business, or undertake (i) any material decision in relation to its business and affairs and operations other than that in the ordinary course of business; (ii) any agreement or transaction (other than an agreement or transaction in the ordinary course of business); and (iii) any new business, or discontinue any existing business or change the capacity of facilities other than that in the ordinary course of business;

V. It is further proposed that upon the Resolution Applicant and/or the SPV acquiring control over the Company on the Transfer Date, the existing Board and the Monitoring Agency and the Steering Committee will be replaced by a new Board constituted with adequate representation from the members of the Resolution Applicant and independent directors in compliance with Applicable Law. The day to day operation and maintenance of the Company after change of control is proposed to be handled by a dedicated project procurement and implementation team of the Resolution Applicant under the supervision of the new Board of Directors of the Company.

3.10. Manner of implementation and supervision of the Resolution Plan and adequate means for implementation and supervision of the Resolution Plan:

3.12. Statement in relation to how the Resolution Plan has dealt with interests of all stakeholders, including financial and operational creditors of the Company:

3.13. Statement in compliance of Section 29A of the IBC:

3.14. Information and details of the Resolution Applicant and all “connected persons” (as defined under Regulation 38 of the CIRP Regulations), as specified under Regulation

Details of the Resolution Applicant

3.15. Concessions, Reliefs and Dispensation Sought:

3.16. Additional Terms:

i. Binding, Further Assurance

ii. Conflict

iii. Entire Resolution Plan

iv. Parity in Settlement

v. Indemnity

vi. Restrictions on change in shareholding and control

4. OVERVIEW OF THE RESOLUTION APPLICANT:

4.1. Identity details of The Resolution Applicant have been provided as follows:

(A) Identity of the Resolution Applicant and other connected persons (i.e. (a) persons who are promoters or in the or in the management or control of the

(B) Disclosure on being an undischarged insolvent under the law in India or any law in a jurisdiction outside India.

(C) Conviction of the resolution applicant and other connected person for any offence, if any, during the preceding five years.

(D) Criminal proceedings pending against the resolution applicant and other connected person, if any.

(E) Disqualification, if any, under Companies Act, 2013, to act as a director, applicable to the resolution applicant and the connected person.

(F) Identification as a wilful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of

(G) Debarment, if any, from accessing to, or trading in, securities markets under any order or directions of the Securities and Exchange Board of India, in relation

(H) Transactions, if any, with the Corporate Debtor in the preceding two years, of the resolution applicant or connected person.

(I) Any other details as required to be provided under the Resolution Plan in terms of the IBC.

4.2. The Resolution Applicant – Brief Profile

(A) Background of the Resolution Applicant:

(B) Details of experience in engineering, procurement and construction (EPC)/ Power/ Infrastructure/ Mining/ Real Estate Business, SWOT Analysis

(C) Competitive edge

(D) The Resolution Applicant’s proven track record in honouring debt commitments (including occurrence of any default/non-performing asset in

(E) The Resolution Applicant’s External Credit rating/ Creditworthiness

(F) The Resolution Applicant’s Financial Strength

(G) Record of regulatory compliance and corporate governance:

(H) Know Your Customer (KYC) Details of the Resolution Applicant and its Parent Company

5. BUSINESS PLAN FOR THE COMPANY

(A) Reasons for present position of the Company and the turnaround plan.

(B) Proposal for execution of the sale arrangement, if any.

(C) Action plan for building the capability required (technical, financial, manpower etc.) to ramp up the scale of operations

(D) Operational efficiencies expected, synergies with the existing business, contribution to the operations of the proposed facilities

(E) Action Plan to bid for future sale arrangements and raw material sourcing arrangements.

(F) Financial projections and assumptions

(G) Plan for operation and maintenance of the facilities.

6. FINANCIAL PROPOSAL FOR THE COMPANY

• Obtaining of approvals for Implementation of the Resolution Plan:

• Indicative timelines for implementation of the Resolution Plan:

Note:

7. MANAGEMENT OF THE COMPANY

7.1. Implementation and Supervision of the Resolution Plan after the Effective Date

7.2. Appointment of Turnaround Experts

7.3. Formation of Board

7.4. Appointment of CEO, COO, CFO and CS

7.5. Managerial Competence and Technical Abilities

7.6. Appointment of Auditors (Statutory and Internal)

7.7. Retention of employees

7.8. Other key terms pertaining to the acquisition of Control of the Company

Annexure 1: Definitions and Rules of Interpretation

Part A: List of Defined Terms

Part B: Rules of Interpretation of the Resolution Plan

Unless a contrary intention appears and unless inconsistent with the subject or context thereof, any reference in this Resolution Plan to:

(i)

Words denoting singular number only shall include the plural number and vice-versa;

(ii)

Any agreement or instrument referred to in this Resolution Plan is a reference to that agreement or instrument as amended, novated, supplemented, restated (however fundamentally and whether or not more onerously) or replaced from time to time;

(iii)

Reference to any legislation or Applicable Law shall include references to any such legislation or Applicable Law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted and any successor legislation or Applicable Law, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;

(iv)

Unless otherwise stated, (i) all references in this Resolution Plan to Sections, Schedules, Annexures and Appendices shall be construed as a reference to the Sections, Schedules, Annexures and Appendices of this Resolution Plan; and (ii) any reference to Paragraphs in an Annexure shall be construed as a reference to the Paragraphs of that Annexure;

(v)

All references to the term ‘Person’ shall include an individual, natural person, corporation, partnership, limited liability partnership, joint venture, a trust, body corporate, association, company, Governmental Authority and in case of a company and a body corporate shall include their respective successors and assigns and in case of any individual his or her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the time being and from time to time. The term ‘Persons’ shall be construed accordingly;

(vi)

Capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and

(vii)

All terms and words not defined in this Resolution Plan shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the IBC, the CIRP Regulations, the CA 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996, the Income-Tax Act, 1961 (“IT Act”) and other Applicable Law, rules, regulations, bye laws, as the case may be, including any statutory modification or re-enactment thereof from time to time.

(viii)

Any statement in the Resolution Plan in relation to The Resolution Applicant’s financial information (including but not limited to EBITDA, revenues, sales turnover, cash, cash equivalents, bank balance and Net Debt) shall be considered on a consolidated basis.

Annexure 2: Structure for Acquisition of Control over the Company by the Resolution Applicant

Current shareholding pattern of the Company:

Shareholding pattern as on 20 April 2018:

Sr No.	Category of shareholder	Current shareholding
		No. of shares	%
1	Essar Project Limited, Dubai	123,998,000	100%
2	Ms. Yogita Purohit Nominee of Essar Project Limited, Dubai	4	-
3	Mr. Nitin Bhatt Nominee of Essar Project Limited, Dubai	4	-
4	Mr. Rupin Desai Nominee of Essar Project Limited, Dubai	4	-
5	Mr. Raghupati Mishra Nominee of Essar Project Limited, Dubai	8	-
6	Mr. Mohan Manral Nominee of Essar Project Limited, Dubai	4	-
7	Mr. Ravindra Mohnot Nominee of Essar Project Limited, Dubai	4	-
	Total	123,998,028	100.00%

(Source: Information Memorandum)

As an integral part of the Resolution Plan, the Resolution Applicant proposes to acquire a controlling stake in the Company in the manner set out in Section 7 of this Resolution Plan and upon implementation of each of the following steps in the strict sequence set out hereunder:

Date of Resolution Plan ‘taking effect’ and ‘becoming operative’: The Resolution Plan as set out herein in its present form or with any modification(s), as may be approved or imposed or directed by the NCLT, shall become effective from the date of the approval of the Resolution Plan by NCLT, but shall be operative from the Effective Date.

Subject to the terms and conditions provided under this Plan and as an integral part of this Plan, the Resolution Applicant proposes to implement the Plan in terms of this Schedule and within the indicative timelines set out here. All actions and deeds envisaged herein shall be deemed to have been undertaken in terms of this Schedule without any specific approval or permission for each such actions and deed as part of the approval of this Plan by the Adjudicating Authority/NCLT.

ACTIONS FOR IMPLEMENTATION OF RESOLUTION PLAN

I ACTIONS AFTER COC APPROVAL OF the RESOLUTION PLAN

(A) Incorporation of the SPV

On or prior to the approval of the Plan by the COC and issuance of the Letter of Intent by the COC, the Resolution Applicant shall incorporate the Indian SPV and if required a Mauritian SPV (together “(SPVs”)) in accordance with Applicable Laws and shall ensure each SPV is an entity compliant with Section 29 A of the IBC.

II ACTIONS UPON EFFECTIVE DATE

Following steps shall take place in the order of sequence (except otherwise mentioned in any step for any part of the step) mentioned below on the Effective Date (or at such date (s) as may be agreed with Consenting Financial Creditors) and as an integral part of the Resolution Plan. It is provided that the procedure, timeline and the sequence of steps listed below are only indicative and that they may be rearranged as may be required based on discussion with necessary Governmental Authorities (including the Registrar of Companies and CCI, as applicable), and at all times in compliance with Applicable Law:

(B) Capitalisation of the SPV and the Company

(a)

SPV shall be funded adequately by the Resolution Applicant or any of its Affiliates, by infusing equity by subscribing to equity shares, subordinated debt and/or convertible debt (whereby interest shall accrue but will not be paid until complete redemption of NCDs) and / or preference shares of SPV, to an extent of an upfront amount of INR 420 Crores in order to undertake the transactions contemplated in this Plan, i.e. towards settlement of CIRP Costs (to the extent unmet from out of the Company’s available cash balances), Employee and Workmen Dues and Financial Creditors as envisaged in this Resolution Plan.

(b)

The Resolution Applicant may after implementation of steps set out in this Annexure 2 (and prior to 31 March 2020), further would request for NFB Limits of INR 400 Crores on conditions mentioned above to meet the working capital requirements of the Company.

(c)

The authorized share capital of the Company shall stand increased to such an amount as may be required by the Resolution Applicant, to accommodate the issuance of new equity shares to SPV in the manner set out below, and the capital clause of the memorandum of association of the Corporate Debtor shall stand accordingly amended.

(d)

At this stage, the Resolution Applicant or the SPV shall infuse INR 1 crore into the Company towards equity share capital of the Company at par value or fair value computed as per the provisions of Income Tax Act, whichever is higher and new equity shares shall be issued to the SPV (“New Equity Shares”).

(e)

It is clarified that the approval of this Resolution Plan by the NCLT shall be deemed compliance with all procedural requirements including in terms of Section 61, Section 64, Companies (Share Capital and Debenture) Rules, 2014, other applicable provisions of the 2013 Act and other Applicable Laws, for increase of authorised capital and other steps contemplated hereunder and accordingly, no approval or consent shall be necessary from any other Person/ Governmental Authority in relation to either of these actions under any agreement, the constitution documents of the Company or under any Applicable Law. All disclosures will be made in accordance with Applicable Law.

(C) Assignment of Debt for Upfront Consideration and Issuance of SPV NCDs as Deferred

Consideration

(i)

Within 30 (thirty) Business Days of the Effective Date, but prior to the Merger, the entire Claims and Admitted Debt of the Financial Creditors shall stand sold, assigned, transferred and released to and unto the SPV as the Assignee, including the Debt Collateral, by virtue of this Resolution Plan and in exchange for the Total Consideration discharged in the manner specified below, provided, however that the all rights / claims of the Financial Creditors in relation to the Identified Excluded Collateral shall continue to subsist with the respective Financial Creditors and shall not stand extinguished and the Financial Creditor having security interest over any Identified Excluded Collateral shall be at liberty to initiate such action as it may deem appropriate even after assignment of their Debt for their outstanding dues:

(ii)

Upfront Consideration of INR 420 Crores shall be paid to the Financial Creditors within 30 Business Days of the Effective Date but prior to Assignment; and

(ii)

Deferred Consideration to be paid by way of issuance of SPV NCDs to the Secured Financial Creditors for cumulative value equal to the Deferred Consideration (ie balance consideration) for the Assignment, which shall be issued on the terms prescribed below. The SPV shall execute a Debenture Trust Deed in favour of the Debenture Trustee which will contain the broad terms set out below and no additional restrictions.

TERMS	DESCRIPTION
Principal Amount of NCDs (In Crores)	INR 480 crores
Deemed Date of Allotment	Within 7 days of the Approval Date
Coupon Rate	8% p.a.
Coupon Payment Frequency	Annual
Day Count Basis	“Actual/Actual” basis at the end of the year. Coupon will be computed on an actual basis. Where the period for which such amounts are to be calculated (start date to end date) includes February 29, coupon shall be computed on 366 days a year basis
Tenor	5 years
Redemption schedule	Principal moratorium of 1 year from the date of allotment. At the 12 24 36 48 60 Total end of months months months months months % to INR 0% 5% 20% 35% 40% 100% 480 Crores Redemption of NCDs at the end of 24, 36, 48 and 60 months from the date of allotment.
Security	The SPV NCDs shall be secured by a charge on all existing assets of the Company including charge on the Existing Receivables and current assets as of as on the date when Upfront Consideration is received and SPV NCDs are issued (whichever is later), but excluding any New Receivables. The New Receivables and the current assets which have arisen or arise after as on the date when Upfront Consideration is received and SPV NCDs are issued (whichever is later)shall remain unencumbered and may be, inter alia, assigned or Encumbered by the Corporate Debtor in favour of any third party creditors without requiring any further consent from the Financial Creditors. Security creation and perfection shall be completed within 7 days from the Deemed Date of Allotment. Monetisation or liquidation of assets charged to NCD holders, shall not require any approval from the lenders if the proceeds are utilized to prepay/pay the NCD lenders.
Voluntary Redemption	The Company shall have the right to redeem the NCDs partly or fully at any point of time along with any unpaid but accrued interest, without incurring any additional charges or redemption premium, provided that the NCD Holders receive an IRR of 8%.
Trust and Retention Account (TRA)	All Existing Receivables shall be deposited by the Corporate Debtor into a TRA designated by the COC prior to NCLT Approval Date.
Mandatory Early Redemption	Any recovery /realization from Existing Receivables in a calendar month after allotment of NCDs shall be utilized first towards the coupon payable that year and thereafter for mandatory early redemption of the SPV NCDs. . Any prepayment, voluntary or mandatory towards principal shall be adjusted in the order of maturity.
Debenture Trustee	To be mutually appointed by the Resolution Applicant and the Financial Creditors (to whom such NCDs are to be issued).
Form of Issuance	Dematerialised
Purpose of the Issue	For assignment of the entire Admitted Debt of secured Financial Creditors

At the end of	12 months	24 months	36 months	48 months	60 months	Total
% to INR 480 Crores	0%	5%	20%	35%	40%	100%

Depositories	National Securities Depository Limited / Central Depository Services Limited
Business Day Convention	Means a day (other than a Saturday, Sunday and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 or a bank holiday) on which banks are open for general business in Mumbai. If the Coupon Payment Date and/or Redemption Date falls on a non-Business Day, the payment shall be made by the Company on the immediately preceding Business Day, which becomes the Coupon Payment Date for that Coupon payment.
Governing Law	Indian law

The SPV NCD issuance documents will be approved by the Steering Committee within 5 Business Days of approval of the Plan by the NCLT. Steering Committee and Monitoring Agency shall facilitate all filings for the issuance of SPV NCDs, creation of security for SPV NCDs and release of existing security.

(iii)

Upon payment of consideration of INR 420 Crores and issuance of SPV NCDs, the entire Claims and Admitted Debt of Financial Creditors along with Debt Collateral shall stand assigned to the Indian SPV and no further amounts shall be payable or action or documentation (unless requested by the Resolution Applicant) shall be required for effectiveness of the Assignment. The Financial Creditors shall, within 1 (one) Business Day of receipt of the Upfront Consideration and issue of SPV NCDs, issue a receipt to the SPV, duly acknowledging the receipt of Total Consideration and immediate completion of assignment of Claims and Admitted Debt of Financial Creditors (along with Debt Collateral but excluding Identified Excluded Collateral). The payment of the Upfront Consideration and issuance of SPV NCDs to the Financial Creditors (to be distributed within the Financial Creditors by themselves in such proportion as they deem fit and specify) shall constitute full, final and complete discharge of the obligation of the Resolution Applicant for the assignment to take effect. The Financial Creditors by virtue of approving this Resolution Plan, in their capacity as Assignors, hereby admit and acknowledge the sufficiency of the Total Consideration (ie Upfront Consideration and issuance of NCDs for the Deferred Consideration) and agree that it shall when made constitute full, final and complete consideration for the Assignment.

(iv)

Immediately upon the Admitted Debt being assigned to the SPV and creation and perfection of SPV NCD Security, the SPV shall make necessary filings for issuance of NCDs, release of the Debt Collateral and make necessary filings in this regard. The Steering Committee and Monitoring Agency shall facilitate such filings unless a new board has been constituted by the Resolution Applicant. Upon this step the only encumbrance on the assets of the Corporate Debtor standing on such date shall be SPV NCD Security.

(v)

It is clarified that the approval of this Resolution Plan by the NCLT shall be deemed compliance with all procedural requirements including in terms of Section 186 and Section 185 the 2013 Act and the approval of the Resolution Plan by the NCLT shall be deemed to be the consent of the shareholders, for creation of SPV NCD Security and New NCD Security.

(D) Selective Capital Reduction

(i)

Under this step equity shares of the Corporate Debtor held by the existing shareholders of the Corporate Debtor (except those held by Resolution Applicant or SPV, as applicable) to be cancelled without any consideration.

(ii)

The issued, subscribed and paid-up share capital of the Company i.e. 123,998,028 equity shares of par value of INR 10 (Rupees Ten each), which is the existing share capital of the Company before infusion of funds by the Resolution Applicant and/or the SPV and issuance of New Equity Shares, shall be entirely reduced / extinguished / cancelled without any consideration payable to such existing shareholders. The equity shareholding of the Corporate Debtor post capital reduction shall be as follows:

Name of shareholder	No. of shares
Resolution Applicant / SPV	1,000,000

(iii)

Upon issuance of the new Equity Shares as contemplated in Step 2(a) above, the entire issued, subscribed and paid-up equity and preference share capital of the Company (excluding the shares held by the Resolution Applicant/ the SPV) shall stand extinguished in full.

(iv)

Subsequent to the cancellation of the existing share capital, the entire share capital of Corporate Debtor will be held by the Resolution Applicant/ the SPV and the SPV shall have entire control of the Company. On the date of effectiveness of the capital reduction as specified above or such earlier date as may be agreed between the Steering Committee (which shall be referred to as the “Transfer Date”)), the nominees of the SPV shall be appointed as the directors of the Company and the existing board shall stand vacated.

(v)

The proposed reduction of equity share capital and preference share capital neither involves diminution of any liability in respect of unpaid share capital nor payment to any shareholder of any paid-up share capital. Accordingly, there is no outflow of/pay-out of funds from the Corporate Debtor and hence the interests of creditors are not adversely affected.

(vi)

The requirement of adding “and reduced” in the name of the Company to be dispensed with.

(vii)

The approval of this Resolution Plan by the NCLT shall be deemed to have waived all the procedural requirements in terms of Section 66 of the 2013 Act and the NCLT (Procedure for Reduction of Share Capital), Rules 2016 and other applicable laws including LODR (if then applicable).

(viii)

The Resolution Applicant will comply with all the procedural requirements, if required.

(ix)

For avoidance of doubt, the approval of the CoC to the Resolution Plan shall be deemed to be the consent of the Financial Creditors to the Capital Reduction and that each of such Financial Creditors, if so required shall provide its consent in the form that is required by the NCLT under the Applicable Laws. Further, in terms of the IBC, approval of the shareholders of the Corporate Debtor to the transactions contemplated under the Plan including the reduction of share capital or merger shall be deemed to have been given on the Approval Date.

(E) Hiving off Identified Subsidiaries

(i)

As an integral part of the Resolution Plan, the shares and other investments of the Company in its Identified Subsidiaries shall be sold/transferred to the Mauritian SPV or to any third party at its fair value (“Hiving Off”), which is expected to be lower than the cost of investment in the Identified Subsidiaries, as the present fair market value of the Identified Subsidiaries is negligible. This step shall take place prior to or simultaneously with the Merger as envisaged in Step F below.

(F) Merger

(i)

Immediately upon implementation of the aforesaid steps and as an integral part of the Resolution Plan, the SPV (transferor company) will merge with the Company (transferee company) (“Merger”). Below are the broad contours of the scheme of amalgamation:

- Any and all assets, liabilities, rights and obligations of the SPV, as the transferor company, will be transferred to and vested in the Company, as the assets, liabilities, rights and obligations of the SPV, as the transferee company, will become the assets, liabilities, rights and obligations of the Company, as the transferee company.

- The authorized share capital of the SPV, as the transferor company, will be merged with the authorized share capital of the Company, as the transferee company. The Company will be entitled to take the benefit of the stamp duty and registration fees already paid by the SPV, as the transferor company, on its authorized share capital.

- the SPV, as the transferor company, will stand dissolved without winding up.

- In consideration of the merger, the Company, as the transferee company shall issue its equity shares to the equity shareholders of the SPV in accordance with the following share exchange ratio: for every 1 equity share having face value of INR 10 each held in the SPV, the equity shareholders of the SPV will be issued 1 equity share of the Company having face value of INR 10 each held in the SPV.

- The Capital Reduction is to be deemed to have become effective prior to the Merger becoming effective.

- All assets (including the Identified Subsidiaries) and liabilities shall be valued at their respective fair values in the books of the Company.

- Further, in terms of the IBC, approval of the shareholders of the Corporate Debtor to the transactions contemplated under the Plan including the merger shall be deemed to have been given on the Approval Date.

(ii)

Resolution Applicant will hold 100% of the total equity share capital of the Company (ie the amalgamated entity) upon effectiveness of the Capital Reduction and the Merger.

Merger Scheme

A detailed merger scheme for this purpose shall be finalized in discussion with the COC prior to approval of the Resolution Plan by the COC and attached as an Annexure 12 to this Plan and be an integral part hereof.

(G) Restatement of entire Admitted Debt acquired by the SPV and Issuance of New NCDs

(i)

On and from the date of the Merger becoming effective, the total Admitted Debt acquired by the SPV from the secured Financial Creditors shall be fair valued at NIL value.

(ii)

Upon the Merger becoming effective upon the Approval Date as part of the Merger, the Corporate Debtor (as the merged entity) in replacement of SPV NCDs, shall issue the New NCDs to the secured Financial Creditors on identical terms as the SPV NCDs (which will simultaneously stand extinguished), as more particularly set out in the table below. The Company shall execute a Debenture Trust Deed in favour of the Debenture Trustee which will contain the broad terms set out below and no additional restrictions.

(iii)

TERMS	DESCRIPTION
Principal Amount of NCDs (In Crores)	INR 480 crores
Deemed Date of Allotment	Within 7 days of the Approval Date
Coupon Rate	8% p.a.
Coupon Payment Frequency	Annual
Day Count Basis	“Actual/Actual” basis at the end of the year. Coupon will be computed on an actual basis. Where the period for which such amounts are to be calculated (start date to end date) includes February 29, coupon shall be computed on 366 days a year basis
Tenor	5 years
Redemption schedule	Principal moratorium of 1 year from the date of allotment. At the 12 24 36 48 60 Total end of months months months months months % to INR 0% 5% 20% 35% 40% 100% 480 Crores Redemption of NCDs at the end of 24, 36, 48 and 60 months from the date of allotment.
Security	The SPV NCDs shall be secured by a charge on all existing assets of the Company including charge on the Existing Receivables and current assets as of the date when Upfront Consideration is received and SPV NCDs are issued(whichever is later), but excluding any New Receivables. The New Receivables and the current assets which have arisen or arise after the date the date when Upfront Consideration is received and SPV NCDs are issued (whichever is later), shall remain unencumbered and may be, inter alia, assigned or Encumbered by the Corporate Debtor in favour of any third party creditors without requiring any further consent from the Financial Creditors. Security creation and perfection shall be completed within 7 days from the Deemed Date of Allotment. Monetisation or liquidation of assets charged to NCD holders, shall not require any approval from the lenders if the proceeds are utilized to prepay/pay the NCD lenders.
Voluntary Redemption	The Company shall have the right to redeem the NCDs partly or fully at any point of time along with any unpaid but accrued interest, without incurring any additional charges or redemption premium, provided that the NCD Holders receive an IRR of 8%.
Trust and Retention Account (TRA)	All Existing Receivables shall be deposited by the Corporate Debtor into a TRA designated by the COC prior to NCLT Approval Date.
Mandatory Early Redemption	Any recovery /realization from Existing Receivables in a calendar month after allotment of NCDs shall be utilized first towards the coupon payable that year and thereafter for mandatory early redemption of the SPV NCDs. . Any prepayment, voluntary or mandatory towards principal shall be adjusted in the order of maturity.
Debenture Trustee	To be mutually appointed by the Resolution Applicant and the Financial Creditors (to whom such NCDs are to be issued).
Form of Issuance	Dematerialised

At the end of	12 months	24 months	36 months	48 months	60 months	Total
% to INR 480 Crores	0%	5%	20%	35%	40%	100%

Purpose of the Issue	For assignment of the entire Admitted Debt of secured Financial Creditors
Depositories	National Securities Depository Limited / Central Depository Services Limited
Business Day Convention	Means a day (other than a Saturday, Sunday and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 or a bank holiday) on which banks are open for general business in Mumbai. If the Coupon Payment Date and/or Redemption Date falls on a non-Business Day, the payment shall be made by the Company on the immediately preceding Business Day, which becomes the Coupon Payment Date for that Coupon payment.
Governing Law	Indian law

The New NCD issuance documents will be in the same format as agreed between the Steering Committee and the Resolution Applicant for SPV NCDs.

(iv)

The Debenture Trustee shall release the SPV NCD Security and file all necessary forms with the ROC for recording such release immediately upon creation of the New NCD Security.

(v)

Within 30 (thirty) days from the Merger becoming effective, the Financial Creditors and/or their security trustee/ agents shall first file necessary filings/ forms with such Governmental Authority as may be required to reflect the aforesaid assignment and record issuance of New NCDs, creation of new charge for New NCD Security and release of charge of SPV NCD Security, including with the Registrar of Companies. It is clarified that the charge created for SPV NCD Security shall be released immediately (and no later than one 1 (one) business day) after the charge for New NCD Security is created. The Financial Creditors for this purpose shall issue such necessary letters as may be required to effect released of SPV NCD Security.

(vi)

Notwithstanding anything contained in this Plan, no payments over and above the payments set out above shall be made by the Resolution Applicant.

Annexure 3: List of contingent liabilities

Particulars	Amount (INR Cr)
Statutory Contingent Liabilities
Department of State Tax, Maharashtra	11.15
Deputy Commissioner of Commercial Tax, Ranchi East, Ranchi	12.25
Deputy Commissioner of GST & CX, Division IV, Surat Commissionerate	0.92
The Assistant Commissioner of Income Tax, Circle 6(2)(2), Mumbai	688.07
Direct Tax	50.06
VAT	229.80
Service Tax	42.20
Central Excise	2.71
Total Statutory Liabilities (A)	1,037.16
Other Contingent Liabilities (Guarantees availed by the subsidiary out of limits of the Company)
Oil and Natural Gas Corporation Limited	5.57
Prothonotary & Master	4.00
Total Other Contingent Liabilities (B)	9.57
Total Contingent Liabilities (A+B)	1046.73

Annexure 4: Concessions, Reliefs and Dispensations

For the successful implementation of the Plan and effective resolution of the Corporate Debtor, the Resolution Applicant seeks following reliefs, concessions and dispensations from the NCLT for the effective and comprehensive resolution of the Corporate Debtor:

(a)

The Central Board of Direct Taxes (“CBDT”) shall consider that for the purposes of Section 79 of the Income Tax Act, 1961 any change in shareholding of the Corporate Debtor pursuant to the Plan does not lead to lapse of brought forward losses of the Corporate Debtor. Additionally, any write-offs should be allowed as a tax deduction in the year of such write-off.

(b)

The CBDT to consider providing relief to the Corporate Debtor from all past litigations (including all proceedings and appeals) pending at different levels and provide waiver and extinguishment on all Tax dues (including those arising out of assessment claims) including interest and penalty on such litigations.

(c)

The CBDT under its notification dated 6 January 2018 has eased the applicability of provisions relating to levy of Minimum Alternate Tax (“MAT”) for companies against whom CIRP has commenced. In accordance with the aforesaid notification, the CBDT is requested to allow the reduction of total amount of loss brought forward (including unabsorbed depreciation) from the book profits of the Corporate Debtor for the purposes of levy under Section 115JB of the Income Tax Act, 1961. The CBDT is also requested to waive and exempt all MAT and other income tax liabilities arising on the Corporate Debtor and/or its successors on account of settlement of Financial and Operational Creditors pursuant to implementation of this Plan.

(d)

The Central Board of Excise and Customs / respective value-added Tax / entry Tax authorities / to consider providing relief to the Corporate Debtor from all past litigations (including all proceedings and appeals) pending at different levels and provide waiver from Tax dues (including those arising out of assessment claims) including interest and penalty on such litigations and proceedings.

(e)

The respective authorities to consider providing relief from applicability of and payment of Taxes including under the provisions of the Goods and Services Taxes Act, 2017 which may arise as a result of implementation of the Plan either on the Resolution Applicant or the Corporate Debtor or any other Person who is likely to be impacted due to implementation of the Plan.

(f)

All Governmental Authorities to waive the non-compliances of the Corporate Debtor prior to the Effective Date, including but not limited to the Companies Act, 2013, Foreign Exchange Management Act, 1999 and Income Tax Act 1961 and all proceedings pending before judicial/ quasi-judicial/ administrative authorities to be withdrawn.

(g)

Upon approval of the Plan by the NCLT, all claims and proceedings initiated by the Financial Creditors against the Corporate Debtor and its officers/ directors (including the winding up petitions filed against the Corporate Debtor and recovery proceedings initiated under the SARFAESI Act) shall stand abated and extinguished.

(h)

Dispensation from any approval required from the RBI for valuing Identified Subsidiaries in the books of the Company at their present fair value and the Hiving Off of Identified Subsidiaries or any consequential write-off of investment, under any applicable provisions, including but not limited to Paragraph B.16 (3) of the Master Direction – Direct Investment by Residents in Joint Venture (JV) / Wholly Owned Subsidiary (WOS) Abroad (bearing reference no Master Direction – Direct Investment by Residents in Joint Venture (JV) / Wholly Owned Subsidiary (WOS) Abroad) read with Notification No FEMA.120/RB-2004 dated 7 July 2004, (bearing reference No GSR 757 (E) dated November 19, 2004) and Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004, as amended or modified from time to time or dispensation from any other approval required from RBI for transfer of Identified Subsidiaries and Investments under any applicable law or regulation.

(i)

The RBI to confirm that, on and from the Effective Date, all accounts of the Corporate Debtor shall stand regularized and their asset classification shall be “standard” for the purposes of all Applicable Laws.

(j)

The Department of Registration and Stamps of each State of India and the Ministry of Corporate Affairs to exempt the Resolution Applicant and the Corporate Debtor, from the levy of stamp duty and fees applicable in relation to this Plan and its implementation.

(k)

All Governmental Authorities to grant any relief, concession or dispensation as may be required for implementation of the transactions contemplated under the Plan in accordance with its terms and conditions.

(l)

On and from the Effective Date, all costs, charges, interest, damages and indemnities pursuant to any rights accruing to a third party under any contracts or agreements executed between the Corporate Debtor and such third party shall be deemed to be waived and extinguished.

(m)

All the litigations, proceedings, inquiries, investigations, etc. pending before any courts/ quasi-judicial/ Governmental Authorities (including RBI) shall be disposed of and all liabilities or obligations in relation thereto, whether or not set out in the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor or the List of Creditors, will be deemed to have been written off in full against a NIL value

(n)

Notwithstanding the terms of any relevant agreements with third parties, the prior approval of such counterparties shall not be required to be obtained for change in control / constitution of the Corporate Debtor pursuant to the terms of this Plan and such counterparties: (i) shall waive all objections / liabilities of the Corporate Debtor arising out of the initiation of corporate insolvency resolution / bankruptcy proceedings involving the Corporate Debtor, appointment of the Resolution Professional and in respect of the implementation of this Plan; (ii) shall waive the right to suspend these agreements due to any previous delays / failures by the Corporate Debtor to make payments under such agreements; and (iii) shall not terminate the relevant agreements or take any adverse actions against the Corporate Debtor.

(o)

All Permits and licenses of the Corporate Debtor which are due to expire before the Effective Date or within 5 months thereafter, shall be renewed without any further charges being payable by the Corporate Debtor or the Resolution Applicant. The Governmental Authorities shall provide reasonable time to the Resolution Applicant to determine which licences may expire within this time period and inform the Governmental Authorities of the same for renewing them.

(p)

Until the Effective Date, the Corporate Debtor and its shareholders would not be required to compulsorily hold general meetings in the manner and at such frequencies as required under the Companies Act, 2013 and may hold them only to the extent required in their discretion, and no further consents should be required from the Registrar of Companies or the Ministry of Corporate Affairs for this exemption.

(q)

All contracts, deeds, bonds, agreements, indemnities or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental Authority, statutory or regulatory bodies), tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Company, or to the benefit of which the Company may be eligible and which are subsisting or having effect immediately before the Order was passed by the NCLT, shall by endorsement, delivery or recording of or by operation of Applicable Law pursuant to the order of the NCLT sanctioning the Resolution Plan, and on this Resolution Plan becoming effective be deemed to and continue to be valid and subsisting contracts, deeds, bonds, agreements, indemnities or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental Authority) of the Company and any termination initiated pursuant to the initiation of the CIRP for any reason (including change of control or liquidation/insolvency related) shall be deemed to have not been terminated. Such contracts, assets, properties and rights described hereinabove shall stand vested in the Resolution Plan and shall be deemed to be the property and become the property by operation of Applicable Law as an integral part of the Resolution Plan. Subject to the terms thereof, such contracts, assets, rights and properties described above shall continue to be in full force and continue as effective and shall be the legal and enforceable rights and interests of the Company, which can be enforced and acted upon as fully and effectually as if there were no default or liabilities accrued or to be accrued. In relation to the same, any procedural requirements required to be fulfilled solely by the Company (and not by any of its successors), shall be deemed to be fulfilled by the Company. The aforesaid is without prejudice to the right of termination available with each of the contracting parties under the respective contracts or Applicable Law.

(r)

Each asset (including properties, whether freehold, leasehold or license basis) of the Company shall be vested in the Company free and clear of all Encumbrances from the Effective Date.

(s)

With effect from the Effective Date, all the Permits held or availed of by, and all rights and benefits that have accrued to, the Company shall without any further act, instrument or deed be transferred to, and vest in, or be deemed to have been vested in, and be available to, the Company so as to become as and from the Effective Date, the Permits, estates, assets, rights, title, interests and authorities of the Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws.

(t)

From the date of NCLT according its approval to the Plan and until reconstitution of the Board by the Resolution Applicant on or after the Transfer Date, the Company’s Board shall have no authority whatsoever to conduct the business of the Company and none of the decisions of the Board of the Corporate Debtor will be valid and binding on the Monitoring Agency and Steering Committee and/or the Corporate Debtor. The shareholders of the Corporate Debtor, from the Approval Date and until effectiveness of the step of capital reduction (envisaged in Annexure 2) and consequently, the Indian SPV holding the entire share capital (except with some nominees) shall not pass any resolution without consent of the Resolution Applicant.

(u)

On and from the Effective Date, all the guarantors/ third party security providers who have provided/ issued any guarantees/ security (on their assets) for and on behalf and in order to guarantee/ secure the debt of the Company (including but not limited to the Identified Excluded Collateral), shall not be entitled to exercise any subrogation rights in respect of such guarantees/ security, on account of any invocation/ enforcement by the Financial Creditors of the Company of such guarantee/ security in any circumstance.

Annexure 5: List of Litigations

Details of cases outstanding / initiated by Statutory Bodies as on 31 March 2018 as provided in the Information Memorandum:

S.No.	Location / State	Authority	Amount (INR Crore)	No. of Cases
I.	Income Tax
1	Mumbai	Income Tax Appellate Tribunal	67.30	5
2.	Mumbai	Commissioner of Income Tax (Appeals)	82.58	7
3	Gwalior	Commissioner of Income Tax (Appeals)	0.02	1
		Total	757.9	13
II.	Sales Tax
4	Kolkata	High Court	125.25	3
5	Kolkata	Joint commissioner of Appeals	62.06	3
6	Gujarat	High Court	13.29	1
7	Gujarat	Joint Commissioner of Appeals	11.45	2
8	Jharkhand	Deputy Commissioner of Appeals	12.25	3
9	Chattisgarh	Commercial Tax Officer	5.44	2
	Madhya Pradesh	Commercial Tax Officer	6.77	3
10	Madhya Pradesh	Madhya Pradesh Commercial Tax Board	1.90	1
11	Andhra Pradesh	Sales Tax Appellate Tribunal	1.26	2
12	Kerala	Deputy Commissioner of Appeals	2.39	2
		Total	242.05	22
III.	Service Tax
14	Andhra Pradesh	The Customs, Excise and Service Tax Appellate Tribunal	14.91	6
15	Gujarat	Various Authorities under Central Excise and Customs	4.11	6
16	Jharkhand	Commissioner	20.66	1
17	Madhya Pradesh	Various Authorities under Central Excise and Customs	1.16	7
18	Maharashtra	The Customs, Excise and Service Tax Appellate Tribunal	0.13	1
19	Odhissa	Various Authorities under Central Excise and Customs	12.83	1
20	Rajasthan	Commissioner (Appeals)	0.74	1
21	West Bengal	Various Authorities under Central Excise and Customs	1.97	5
		Total	56.51	29
IV.	Central Excise
22	Odisha	The Directorate General of Central Excise Intelligence, Bhubaneshwar	4.66	6
		Total	4.66	6
		Grand Total	1061.12	70

Details of cases initiated by Government Bodies as on 31^st march, 2018 as provided in the Information Memorandum:

Petitioner	Court	Claimed Amount (INR Crore)
Indian Oil Corporation Limited	Arbitration	464.37
Kerala State Transport Project	Arbitration	181.54
Total		645.91

Annexure 6: KYC of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24^th November, 2018 shall become an integral part of this Resolution Plan >

Annexure 7: Certificate of good standing from the bank of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24^th November, 2018 shall become an integral part of this Resolution Plan >

Annexure 8: Statement of proof of funds

<Annexures submitted along with the previous Resolution Plan submitted on 24^th November, 2018 shall become an integral part of this Resolution Plan >

Annexure 9: Detailed profile of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24^th November, 2018 shall become an integral part of this Resolution Plan >

Annexure 10: Financial Projections

Profit and Loss Account

Rs. Crore

Particulars		FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenue
Construction Contract Revenue		400	1,220	2,108	2,814	3,178
Contract Revenue - Engineering & Fabrication		150	150	150	150	150
Other Operating Revenue - Leasing		110	110	110	110	110
Total Revenue		660	1,480	2,368	3,074	3,438
Cost of Sales
Operating Cost		521	1,169	1,871	2,429	2,716
Employee Cost		33	74	118	154	172
Total Cost of Sales		554	1,243	1,989	2,582	2,888
Other Expenses
Administration Expenses		26	59	95	123	138
EBITDA		79	178	284	369	413
Depreciation		48	40	36	32	29
EBIT		31	137	248	337	384
Finance Cost
NCD Coupon		38	38	36	29	15
BG commission		2	6	10	14	18
Sub-Total		40	44	47	43	34
PBT		(9)	93	202	294	350
Tax		-	28	74	107	124
Profit After Tax		(9)	65	127	187	226
Creation of Provision for DRR		0	60	60	0	0
PAT After Provision for DRR		(9)	5	67	187	226

Balance Sheet

Rs. Crore

Particulars	01-04-2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Liabilities
Current Liabilities
Trade Payables		143	320	513	665	744
Other current liabilities		125	335	532	627	557
Progress payment received from customers		55	124	199	258	289
Mobilization advances < 1 year		70	151	213	249	268
Provision for DRR		-	60	120	120	-
Total Current Liabilities	-	268	656	1,044	1,293	1,301
Non-Current Liabilities
Borrowings – NCD	480	480	456	360	192	-
Mobilization advances > 1 year		90	147	174	200	206
Total Non-Current Liabilities	480	570	603	534	392	206
Net Worth
Equity	420	420	420	420	420	420
Reserves & Surplus		(9)	(4)	63	250	567
Total Net Worth	420	411	416	483	670	987
Total Liabilities	900	1,249	1,674	2,061	2,354	2,495
Assets
Fixed Assets
Net Block	316	268	240	216	193	174
Non-Current Assets
Intangible Assets	205	205	205	205	205	205
Other Non-current assets	65	65	65	65	65	65
Total Non-Current Assets	587	538	510	486	464	444
Current Assets
Inventories	95	217	243	389	505	565
Trade Receivables	-	136	304	389	505	565
Other Assets (unbilled revenue/ Others)	-	217	365	584	674	754
Cash and cash equivalents (Including banks)	-	137	237	187	177	167
DRR Account	-	4	14	25	29	-
Current Investments	218	-	-	-	-	-
Total Current Assets	313	711	1,164	1,575	1,891	2,051
Total Assets	900	1,249	1,674	2,061	2,354	2,495

Cash Flow Statement:

Rs. Crore

Particulars	01-04-2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
EBITDA	-	79	178	284	369	413
Total Inflows	-	79	178	284	369	413
Add/(Less) : Changes in Working Capital
Current Assets		(256)	(343)	(450)	(322)	(199)
Current Liabilities		358	384	355	275	135
Equity Infusion	420	-	-	-	-	-
Proceeds from NCD	480	-	-	-	-	-
Net Inflows	900	181	219	189	321	349
Fixed Assets	521	-	12	11	10	9
Other CA	378	-	-	-	-	-
NCD Redemption	-	-	24	96	168	192
NCD Coupon	-	40	44	47	43	34
Tax	-	-	28	74	107	124
DRR Account (15% of redemption)	-	4	11	11	4	-
Total Outflow	900	44	120	239	331	359
Net Cash	0	137	100	(50)	(10)	(10)
Opening Cash (Cash + bank)	-	0	137	237	187	177
Closing cash	0	137	237	187	177	167

DSCR Working:

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
EBITDA	79	178	284	369	413
Less: Taxes	-	28	74	107	124
Maintenance capex	-	12	11	10	9
Total (A)	79	137	199	252	279
Debt servicing
Interest on NCD	38	38	36	29	15
Redemption of NCD	0	24	96	168	192
Total payment towards NCD	38	62	132	197	207
Commission on NFBs - Bank Guarantees	2	6	10	14	18
Total (B)	40	68	143	211	226
DSCR (A/B)	1.96	2.01	1.39	1.20	1.24
Average DSCR – 1.38

Assumptions:

Key Assumptions

1. Revenue Assumptions

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenue from EPC Business	400	1,220	2,108	2,814	3,178
Contract Revenue - Engineering and fabrication	150	150	150	150	150
Other Operating Revenue - Leasing	110	110	110	110	110

2. Percentage of EMD/ABG/PBG requirement for bidding of new orders

Particulars	%
EMD requirement	1.00%
ABG requirement	10.00%
PBG requirement	10.00%

a) EMD requirement

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
EMD Required	80	120	156	187	225
Less: EMD Released	40	100	138	172	206
Net EMD Required (A)	40	20	18	16	19

50% of these EMD’s will get released in the same financial year and balance 50% will get released in the next financial year. Released EMDs will be further utilized for bidding for new order book.

b) ABG requirement

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
ABG Required	200	260	299	344	344
Less: ABG Released	40	122	211	281	318
Net ABG Required (B)	160	138	88	62	26

This ABG will be released over four years. (1st year – 20%, 2nd year – 35%, 3rd year – 30% and fourth year – 15%). All Advance Bank guarantees have been considered to be released and utilized for the new projects

Particulars (Year)	1	2	3	4
ABG Release Schedule	20%	35%	30%	15%

c) PBG requirement

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
PBG Required	200	260	299	344	344
Less: PBG Released
Net PBG Required (C)	200	260	299	344	344

Performance Guarantee in the form of Bank Guarantee for an amount equivalent to 10% of the Contract Price.

d) Mobilization Advance

Mobilization Advance, not exceeding 10% of contract value shall be provided to the Contractor subject to furnishing the Performance

Rs. Crore

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Mobilization Advance (%)	10%	10%	10%	10%	10%
Mobilization Advance (INR Cr)	200	260	299	344	344

3. Other Profit and Loss and Balance Sheet Assumptions:

a)

The overall EBITDA margin of 12% between FY20 to FY24

b)

Operating cost has been assumed at 79%

c)

Office Employee and Admin expenses has been assumed at 5% and 4% of revenue respectively.

d)

BG Commission cost – 1% p.a.

e)

Maintenance capex is assumed as 5% of net WDV value of Plant and Machinery FY21 onwards.

4. Working capital Assumptions

Particulars	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Stocks & Spares (Days)	120	60	60	60	60
Trade Receivables (Days)	75	75	60	60	60
Other Assets (Days)	120	90	90	80	80
Trade Payables (Days)	100	100	100	100	100
Mobilization Advance	10%	10%	10%	10%	10%

5. NCD Redemption Schedule

Rs. Crore

Redemption Schedule of NCD	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Opening	480	480	456	360	192
Redemption %	-	5%	20%	35%	40%
Redemption	-	24	96	168	192
Closing	480	456	360	192	-
Coupon @ 8.00% p.a.	38	38	36	29	15
Total Payment to NCD holders	38	62	132	197	207

o Debenture Redemption Reserve (“DRR”)

Reserves required under applicable laws such as Debenture Redemption Reserve is maintained in accordance with Companies Act, 2013 at 25% of the face value of debentures issued. i.e. INR 120 Cr

Rs. Crore

Provision for DRR	2020	2021	2022	2023	2024
Opening Balance		-	60	120	120
Addition	-	60	60	-	-
Addition % of INR 120 Cr	0%	50%	50%	0%	0%
Transfer to Reserve and Surplus					125
Closing Balance	-	60	120	120	-

o Debenture Redemption Reserve Deposit Account

As per Rule 18(7) creating DRR to deposit at least 15% of debentures to be redeemed up to 31st March of the next year.

Rs. Crore

DRR Account	2020	2021	2022	2023	2024
Opening Balance	-	4	14	25	29
Addition (15% of debentures to be redeemed next year)	4	11	11	4	-
Transfer to reserve and surplus	-	-	-	-	29
Closing Balance	4	14	25	29	-

Annexure 11: Identified Excluded Collateral

1.

Equity shares AGC Networks Limited, India held by Essar Telecom Limited, Mauritius

2.

Immoveable assets and movable assets of Essar Steel Minnesota LLC

3.

100% equity shares of Essar Steel Minnesota LLC

4.

13.8 Crore Equity shares of Essar Steel India Limited (constituting 4.5% of its equity share capital)

SCHEME OF AMALGAMATION

OF SPECIAL PURPOSE VEHICLE (SPV) WITH EPC CONSTRUCTIONS INDIA LIMITED (CORPORATE DEBTOR)

1. PREAMBLE

This Scheme of Amalgamation (“Scheme” as defined hereinafter) provides for amalgamation of the Indian SPV with EPC Constructions India Limited (Corporate Identification Number: U99999MH1989PLC053280). This Scheme also provides for various other matters consequential thereto or otherwise integrally connected therewith. The Scheme should be construed to form an integral part of the Resolution Plan.

2. DESCRIPTION OF COMPANIES

2.1

EPC Constructions India Limited (herein after referred to as “Transferee Company”) is inter alia engaged in the business of engineering, procurement and construction.

2.2

Indian SPV (herein after referred to as “Transferor Company”) proposed to be engaged in the business of engineering, procurement and construction. The Transferor Company is being formed as a 100% direct (or indirect subsidiary of the Resolution Applicant through a subsidiary in Mauritius) to implement the plan for the resolution of the insolvency of the Transferee Company, which plan inter alia envisages the amalgamation of the Transferor Company into the Transferee Company.

3. PARTS OF THE SCHEME:

This Scheme is divided into the following parts:

PART I deals with the definitions, interpretations and share capital of the Transferor Company and the Transferee Company;

PART II deals with the amalgamation of the Transferor Company with the Transferee Company and the consideration thereof;

PART III deals with the reorganization of share capital of the Transferee Company; and

PART IV deals with the general terms and conditions applicable to this Scheme and the dissolution of the Transferor Company.

In terms of the effectiveness of the scheme it shall be deemed that Part II will be deemed to be effective prior to Part III of the scheme. Further, the aforesaid parts of the scheme are not to be treated as independent and severable.

4. OPERATION OF THE SCHEME

The reduction of share capital of the Transferee Company, prior to the amalgamation will cancel the shareholding of the existing shareholders of Transferee Company and the subsequent amalgamation of the Transferor Company with Transferee Company will combine the business activities and operations of the Transferor Company and the Transferee Company into a single company with effect from the Scheme Appointed Date (defined hereinafter) and shall be in compliance with the provisions of the Income Tax Act, 1961, including Section 2(1B) or any amendments thereto.

Pursuant to the amalgamation, Transferee Company shall issue and allot shares to the shareholders of Transferor Company in the manner provided in Clause 15 as consideration for the amalgamation.

PART I DEFINITIONS AND SHARE CAPITAL

5. DEFINITIONS

In addition to the terms defined elsewhere in this Scheme, the following capitalised terms shall have the meaning set out below:

“Act” or “the Act” means the Companies Act, 2013 (including any statutory modifications(s) or re-enactment(s) thereof) and rules and regulations made thereunder, for the time being in force, and which may relate or are applicable to the arrangement;

“Scheme Appointed Date” means the Scheme Effective Date or any date as may be determined mutually by the Board of the Transferor Company and the Transferee Company.

“Board” means the board of directors of the Transferor Company or the Transferee Company, as the context may require, and shall include a duly constituted committee thereof;

“Code” means the Insolvency and Bankruptcy Code, 2016, as amended from time to time;

“Scheme Effective Date” means the last of the dates on which the conditions specified in Clause 21 of this Scheme are complied with or are waived by the Board of both the Transferor Company and the Transferee Company. References in this scheme to the date of “coming into effect of this Scheme” or “upon the Scheme being effective” shall mean the Scheme Effective Date;

“Employees” means all the employees of Transferor Company as on the Scheme Effective Date;

“National Company Law Tribunal” or “NCLT” means the National Company Law Tribunal having jurisdiction over the Transferor Company and the Transferee Company;

“Resolution Applicant” means Royale Partners Investment Fund Limited, a fund incorporated as a Category 1 Global Business Company, having limited by shares under Mauritius Companies Act 2001.

“Resolution Plan” shall mean the resolution plan submitted by the Resolution Applicant in connection with the corporate insolvency resolution process of the Transferee Company under the Code; and

“Scheme” or “the Scheme” or “this Scheme” means this Scheme of Amalgamation in its present form or this scheme with any modification(s), if any made, as per Clause 20 of the Scheme from time to time, with the appropriate approvals and sanctions of the NCLT and other relevant regulatory/statutory/governmental authorities, as may be required under the Act, and/or under any other applicable laws.

6. Interpretation

6.1

In this Scheme, unless the context otherwise requires:

6.1.1

words denoting singular shall include plural and vice versa;

6.1.2

headings and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

6.1.3

references to the word “include” or “including” shall be construed without limitation;

6.1.4

a reference to an article, clause, section, paragraph or schedule is, unless indicated to the contrary, a reference to an article, clause, section, paragraph or schedule of this Scheme;

6.1.5

unless otherwise defined, the reference to the word “days” shall mean calendar days;

6.1.6

references to dates and times shall be construed to be references to Indian dates and times;

6.1.7

reference to a document includes an amendment or supplement to, or replacement or novation of, that document; and

6.1.8

word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them.

7. SHARE CAPITAL

7.1

The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on 31^st March 2018 is as under:

Share Capital	INR
Authorised Share Capital
13,00,00,000 equity shares of face value INR 10 each	1,30,00,00,000
Total	1,30,00,00,000
Issued, Subscribed and Paid-up Share Capital
12,39,96,028 equity shares of face value INR 10 each	1,23,99,60,280
Total	1,23,99,60,280

7.2

The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on 31^st March 2018 is as under:

There is no capital structure as the Company is proposed to be set up.

8. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme as set out herein in its present form or with any modification(s) as may be approved or imposed or directed by the NCLT, shall become effective and operative from the Scheme Appointed Date.

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY AND OTHER RELATED MATTERS

9. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE TRANSFEROR COMPANY

9.1

Upon the Scheme becoming effective and with effect from the opening business hours of the Scheme Appointed Date and pursuant to the applicable provisions of the Act and the Code, and in accordance with provisions of Section 2(1B) of the Income Tax Act, 1961, the entire undertaking of the Transferor Company along with all assets, liabilities, contracts, employees, licenses, records, approvals, etc. being integral parts of the undertaking of the Transferor Company shall, without any further act, instrument or deed, stand amalgamated with and be vested in or be deemed to have been vested in the Transferee Company as a going concern so as to become as and from the Scheme Appointed Date, the undertaking of the Transferee Company by virtue of this Scheme.

9.2

Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, upon this Scheme becoming effective and with effect from the Scheme Appointed Date:

9.1.1

all assets of the Transferor Company, that are movable in nature or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by operation of law pursuant to the vesting orders of the NCLT sanctioning the Scheme, shall stand vested in the Transferee Company and shall be deemed to be and have become the property of the Transferee Company by operation of law without any further act or execution of an instrument with the intent of vesting such assets in the Transferee Company. The order sanctioning the Scheme shall operate in relation to the movable property in accordance with its normal mode of vesting and as the context may provide, by physical or constructive delivery, or by endorsement and delivery or by mere operation of the order of the NCLT sanctioning the Scheme, in accordance with the Act and the Code, as appropriate to the nature of the movable property vested. The title to such property shall be deemed to have been mutated and recognised as that of the Transferee Company;

9.1.2

all other movable properties of the Transferor Company, including investments in shares (including subsidiaries), mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, pursuant to the order of the NCLT and by operation of law become the property of the Transferee Company, and the title thereof together with all rights, interests or obligations therein shall be deemed to have been mutated and recorded as that of the Transferee Company. All investments of the Transferor Company shall be recorded in the name of the Transferee Company by operation of law as transmission in favour of the Transferee Company as a successor in interest and any documents of title in the name of the Transferor Company shall also be deemed to have been mutated and recorded in the name of the Transferee Company to the same extent and manner as originally held by the Transferor Company and enabling the ownership, right, title and interest therein as if the Transferee Company was originally the Transferor Company. Transferee Company shall subsequent to the order of the NCLT be entitled to the delivery and possession of all documents of title of such movable property in this regard;

9.1.3

all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether in Indian rupees or foreign currency, as provided for in the books of account or disclosed in the balance sheets of the Transferor Company shall stand vested in the Transferee Company and shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company and the Transferee Company shall assume and undertake to meet, discharge and satisfy the same. It is hereby clarified that to give effect to the provisions of this clause it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen.;

9.1.4

all registrations, goodwill, licenses, domain names, applications for copyrights, trade names and trademarks and other intellectual property rights, appertaining to the Transferor Company, if any, shall stand vested in the Transferee Company without any further act, instrument or deed;

9.1.5

all taxes (including but not limited to advance tax, tax deducted at source, taxes withheld/paid in a foreign country, goods and services tax etc.) as the case may be, of the Transferor Company, and shall be available to the Transferee Company.

9.1.6

the Transferee Company shall stand substituted in and shall always be deemed to have been a party to all agreements, MOUs, deeds, contracts, rights of use of land, building, plant, machinery, authorisations, permits, approvals, entitlements, subsidies, grants, including any indemnities, guarantees or other similar rights and entitlements whatsoever, etc. of whatever nature and wheresoever situated to which the Transferor Company is a party, including any benefits to which the Transferor Company may be eligible or entitled, and subsisting or being effective on or immediately before the Scheme Effective Date (collectively referred to as “Agreements”) and all such Agreements and all interests therein shall remain in full force and effect against or in favour of the Transferee Company and shall be binding on and be enforceable by and against the Transferee Company as fully and effectually as if the Transferee Company had at all material times been a party thereto. The Transferee Company, if so required, shall provide certified copies of the order of NCLT sanctioning the Scheme to the counter parties to the Agreements for information purposes and such party or authority shall make and duly record the necessary substitution or endorsement in the name of the Transferee Company as successor, pursuant to such orders without any break in the validity and enforceability of such Agreement. However, till the time such substitution/ endorsement is effected, the Transferee Company shall always be deemed to a party to all such Agreements and be allowed to operate in the name and style of the Transferor Company. It is hereby clarified that all rates, fees, etc. paid by the Transferor Company till the Scheme Appointed Date shall be considered paid by or for the Transferee Company and shall be considered part of total sum payable under such Agreement and the Transferee Company shall not be called upon or required to pay the same again;

9.1.7

all approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses) and certificates, shall be deemed to be approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses, and certificates shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligor thereto.;

9.1.8

benefits of all corporate approvals as may have already been taken by the Transferor Company whether being compliances or otherwise under the Act, read with the rules and regulations made thereunder, shall stand vested in the Transferee Company and the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Transferee Company.

9.2

If and to the extent there are loans, deposits or balances or other outstanding inter-se transactions between the Transferor Company and the Transferee Company, the obligations in respect thereof shall, on and from the Scheme Appointed Date, come to an end and suitable effect shall be given in the books of the Transferee Company.

9.3

The vesting of the entire undertaking of the Transferor Company, as aforesaid, shall be subject to encumbrances if any, over or in respect of any of the assets or any part thereof, provided however that such encumbrances shall not be confined only to the relevant assets of the Transferor Company or part thereof on or over which they are subsisting and vesting of such assets in the Transferee Company and such encumbrances shall extend over or apply to the asset(s) of the Transferee Company as specified in the loan agreements.

9.4

Without prejudice to the foregoing Sections and upon this Scheme becoming effective, the Transferor Company and the Transferee Company shall execute any instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and / or modification(s) of charge with the Registrar of Companies having jurisdiction, to give formal effect to the above provisions, if required. It is clarified that upon the Scheme becoming effective, the Transferor Company shall stand dissolved in terms of clause 21 of the Scheme and that the Transferee Company shall for the limited purpose of this clause be authorised to execute any instruments or documents or do all the acts and deeds as may be required in the name of the Transferor Company.

9.5

Notwithstanding any provision to the contrary, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom are transferred, vested, recorded, effected and/ or perfected, in the records of the Trade Marks Registry or with the relevant Government agencies, regulatory bodies or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement.

9.6

Notwithstanding any provision to the contrary, upon the Scheme Appointed Date and until the trademarks, copyright, owned property, leasehold property and related rights thereto, license / right to use the immovable property, tenancy rights and liberties are formally recorded, effected and/or perfected, in the records of the appropriate authority, in favour of the Transferee Company, the Transferee Company is and shall deemed to be authorized to carry on business in the name and style of the Transferor Company under the relevant agreement, deed, lease and/or license, as the case may be.

9.7

For avoidance of doubt and without prejudice to the generality of the applicable provisions of the Scheme, it is clarified that, with effect from the Scheme Appointed Date and till such time that the name of the bank accounts of the Transferor Company is replaced with that of the Transferee Company, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Company in the name of the Transferor Company in so far as may be necessary. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company after the Scheme Appointed Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company if presented by the Transferee Company. The Transferee Company shall be allowed to maintain bank accounts in the name of the Transferor Company for such time as may be determined to be necessary by the Transferee Company for presentation and deposition of cheques and pay orders that have been issued in the name of the Transferor Company.

9.8

The provisions of this Scheme as they relate to the amalgamation of the Transferor Company with the Transferee Company, have been drawn up to comply with the conditions relating to “amalgamation” as defined under Section 2(1B) of the Income Tax Act, 1961. If any term or provision of the Scheme is found or interpreted to be inconsistent with the provisions of the said Section of the Income Tax Act, 1961 at a later date including resulting from an amendment of the law or the enactment of the law or for any other reason whatsoever, the provisions of the said Section of the Income Tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961, or any amendment or any enactment thereof. Such modification will, however, not affect the other parts of the Scheme.

9.9

On the approval of this Scheme by the National Company Law Tribunal, shareholders and creditors of both the companies shall be deemed to have resolved and accorded all relevant consents under the Act or the Code or other applicable laws or otherwise to the same extent applicable in relation to this Scheme and all related matters set out hereto.

10. EMPLOYEES

10.1

On the Scheme becoming effective, all employees of the Transferor Company in service on the Scheme Appointed Date shall be deemed to have become employees of the Transferee Company without any break in their service and on the basis of continuity of service and the terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them with reference to the Transferor Company on the Scheme Appointed Date. It is hereby clarified that the accumulated balances, if any, standing to the credit of the employees in the existing provident fund, gratuity fund and superannuation fund of which the employees of the Transferor Company are members shall be transferred to such provident fund, gratuity fund and superannuation fund of the Transferee Company or to be established and caused to be recognized by the appropriate authorities, by the Transferee Company.

10.2

Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the employees of the Transferor Company would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Transferor Company.

10.3

Upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Company shall stand dissolved and no further act or deed shall be required to this effect. It is further clarified that the services of the employees of the Transferor Company will be treated as having been continuous, uninterrupted and taken into account for the purpose of the said fund or funds.

10.4

Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and subject to applicable laws, shall be entitled to retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company.

11. LEGAL PROCEEDINGS

11.1

Any suit, petition, appeal or other proceeding of whatsoever nature and any orders of court, judicial or quasi-judicial tribunal or other governmental authorities enforceable by or against the Transferor Company pending before any court, judicial or quasi-judicial tribunal or any other forum, relating to the Transferor Company, whether by or against the Transferor Company, pending as on the Scheme Appointed Date, shall not abate or be discontinued or in any way prejudicially affected by reason of the amalgamation of the Transferor Company or of any order of or direction passed or issued in the amalgamation proceedings or anything contained in this Scheme, but by virtue of the order sanctioning the Scheme, such legal proceedings shall be continued and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against the Transferor Company, as if this Scheme had not been implemented.

12. CONTRACTS, DEEDS, ETC.

12.1

All contracts, deeds, bonds, Agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies) for the purpose of carrying on the business of the Transferor Company, and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Transferor Company, or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal or by operation of law pursuant to the order of the NCLT sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, Agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental, statutory or regulatory bodies) of the Transferee Company. Such properties and rights described hereinabove shall stand vested in the Transferee Company and shall be deemed to be the property and become the property by operation of law as an integral part of the Transferee Company. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if it were the Transferor Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties, shall be deemed to have been entered into and stand assigned, vested and novated to the Transferee Company by operation of law and the Transferee Company shall be deemed to be the Transferor Company’s substituted party or beneficiary or obligor thereto. It being always understood that the Transferee Company shall be the successor in title of the Transferor Company. In relation to the same, any procedural requirements required to be fulfilled solely by the Transferor Company (and not by any of its successors), shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company.

12.2

The Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf and in the name of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes referred to above on the part of the Transferor Company.

12.3

Any inter-se contracts between the Transferor Company on the one hand and the Transferee Company on the other hand shall stand cancelled and cease to operate upon the coming into effect of this Scheme.

13. TAXES/ DUTIES / CESS ETC.

Upon the Scheme becoming effective, by operation of law pursuant to the order of the NCLT:

13.1

The unutilized credits relating to Good and Service tax paid on inputs/services lying to the account of the Transferor Company shall be transferred to the Transferee Company automatically without the requirement of any specific approval or permission as an integral part of the Scheme.

13.2

Income taxes of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax, wealth tax, if any, paid by The Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable. Minimum alternative tax credit available to the Transferor Company under the Income-tax Act, 1961, if any, shall be available to the Transferee Company.

13.3

The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / goods and services tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance income-tax credits, credit of tax deducted at source, credit of foreign taxes paid/withheld, etc., if any, as may be required for the purposes of/consequent to implementation of the Scheme. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have expired.

14. CONSIDERATION

14.1

Upon the Scheme becoming effective and in consideration of the amalgamation of the Transferor Company into the Transferee Company, the Transferee Company shall, without any further act, deed, issue and allot to each member of the Transferor Company (other than shares held therein by the Transferee Company and its nominees), whose name is recorded in the register of members of the Transferor Company and/or whose names appear as the beneficial owners of the shares of the Transferor Company in the records of the depositories (or to such of their respective heirs, executors, administrators or other legal representatives, or successors in title as may be recognized by the Board of the Transferee Company), as on the Scheme Appointed Date in accordance with the terms of the Scheme and without any further application, act, deed payment, consent or instrument;

(i)

1 (one) equity share of INR 10 each in the Transferee Company for every 1 (one) equity share of INR 10 each held in the Transferor Company;

(ii)

1 (one) Debenture of INR 100 each in the Transferee Company for every 1 (one) Debenture of INR 100 each held in the Transferor Company;

(iii)

1 (one) Preference Share of INR 10 each in the Transferee Company for every 1 (one) Preference Share of INR 10 held in the Transferor Company; and

(iv)

each such equity share and/or Preference Share and/or Debenture of the Transferee Company shall be issued and allotted in the same denomination and as per the same terms applicable to each such equity share and/or Preference Share and/or Debenture of the Transferor Company; (hereinafter together referred to as “New Shares”).

14.2

The issuance of shares by the Transferee Company pursuant to Clause 15.1 above, shall be subject to the Memorandum and Articles of the Transferee Company and will have the same terms and conditions as attached to the existing shares of the Transferor Company.

14.3

Upon the coming into effect of this Scheme and upon the New Shares being issued and allotted as provided in this Scheme, all shares of the Transferor Company, whether in dematerialized or physical form, shall be deemed to have been automatically cancelled and be of no effect. Wherever applicable, the Transferee Company may, instead of requiring the surrender of the share certificates of the Transferor Company, directly issue and dispatch the new share certificates of the Transferee Company.

15. ACCOUNTING TREATMENT

Upon the coming into effect of this Scheme, the amalgamation of the Transferor Company with the Transferee Company shall be accounted for by the Transferee Company with effect from the Scheme Appointed Date by applying the guidance for Reverse Acquisition as specified in Indian Accounting Standard 103: Business Combinations” notified under section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Indian Accounting Standard) Rules, 2015.

● For the purpose of reverse acquisitions, Transferor Company will be regarded as the acquirer (“Accounting Acquirer”) and Transferee Company will be regarded as Accounting Acquirer.

● All assets and liabilities of the Transferee Company shall be recorded in the books of account of Transferee Company at their fair values on the Scheme Appointed Date.

● Purchase consideration in form of equity and preference share capital of Transferee Company, shall be issued to the shareholders of Transferor company in accordance with clause 16.1.

● Intercompany debt, loans and balances between Transferee Company and Transferor Company, if any will be eliminated in full.

● Share capital and amounts appearing under Reserves and Surplus of Transferee Company will be eliminated in full.

● The excess or deficit, if any, arising after recording the above entries, shall be included in Goodwill or Capital Reserve Account as may be applicable in the books of Transferee Company.

SUMMARY OF THE RESOLUTION PLAN

“As regards the Financial Creditors, according to the List of Creditors, total claims filed by the Financial Creditors amount to INR 9552.99 Crores, out of which claims aggregating to INR 7487.45 crores have been verified and admitted for the purposes of CIRP by the Resolution Professional (“Admitted Debt of Financial Creditors”). The Resolution Applicant understands that the Admitted Debt for Financial Creditors also includes all un-invoked/ invoked bank guarantees, which will continue until their expiry. Out of this aggregate amount of Admitted Debt, the Resolution Applicant has proposed to pay the following consideration to the Financial Creditors for full and final discharge of the Financial Creditors and for assignment of entire Claims and Admitted Debt of Financial Creditors to the Indian SPV:

a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees Four Hundred Twenty Crores) (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen’s Dues, if any) within 30 Business Days; and.

b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees Four Hundred Eighty Crores) in the form of unlisted NCDs.”

“In addition, according to List of Creditors, total claims filed by the operational creditors of the Company amount to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores* have been verified and admitted by the Resolution Professional for the purposes of CIRP by the Resolution Professional (“Operational Creditors”).

The Liquidation Value payable to the Operational Creditors or the other creditors or stakeholders of the Company (including dues to employees (other than Workmen), government dues, taxes, etc. and other creditors and stakeholders) is expected to be NIL and therefore, they will not be entitled to receive any payment.

The Admitted Workmen and Employees Dues shall be paid out of the infusion by the Resolution Applicant into the SPV/ Corporate Debtor.”

*In the Additional Affidavit submitted by the RP on 08.08.2019 before this Bench, the admitted claims of Operational Creditors stand revised at ₹384.22 crore.

“32.

Before parting with this order, it is necessary to deal with the conditions laid down by the Resolution Applicant in the Resolution Plan, which were discussed by the CoC. One of the prayers made by the Resolution Applicant is seeking waivers of liability from any taxation dues for the previous periods which may arise in future and to exempt the Resolution Applicant from the pending export obligations in lieu of the benefits of duty on import of the machines. Learned representing the Financial Creditors and the Resolution Professional submit that the CoC could not make a decision with regard to such waiver as the same was not within their competence. It is admitted proposition of fact that pursuant to the public announcement, no such claim has been made by the Government Department. The concern shown here-in is with regard to any dues that may arise in future in respect of the past period. With regard to the export obligations to which the corporate debtor was liable, it is submitted by learned counsel for the Resolution Professional and the learned counsel representing the promoter directors of the suspended Board of Directors that the corporate debtor had imported certain machines in the year 2012, 2013 and 2014 and there are pending obligations in lieu of the benefit of duty on the said import. The export obligation liable to be paid to the Government is to the tune of 14,20,52 USD. It is contended that the export obligation would become due latest by the year 2020-24.

33.

We have given our thoughtful consideration to the submissions made by the learned counsel for the parties and the prayer made in the Resolution Plan and we find that since the corporate debtor defaulted in making the payment of the debt and is undergoing insolvency resolution process, it would be perfectly legal in exempting the Resolution Applicant from complying with the export obligations as it is taking over the corporate debtor on fulfilling certain conditions including payments to the Financial Creditors as agreed upon and the plan must be implemented free of any such conditions.

35.

In view of the above discussion, the Resolution Plan Annexure A-25 stands approved granting waiver in respect of the past tax dues to the Government which may arise in future and exempt the Resolution Applicant from the export obligations, which the corporate debtor had entered.”

“22.

The Corporate Debtor shall be entitled to carry forward all accumulated business losses and unabsorbed depreciation as “set out” in the resolution Plan. All the statutory duties including taxes/cess/interest/penalty and other liabilities due to the operational creditors shall stand satisfied/waived off. The reason for these waivers and abatement is that the Operational Creditors and Financial creditors except those in whose favour the provision is made in the ‘Resolution Plan’ would not get anything in the event of liquidation of the Corporate Debtor, as per the waterfall mechanism provided under Section 53 of the I&B Code, 2016. Moreover, this is with a view to implement the Resolution Plan successfully as approved by the CoC.”