Mr. Prashant Jain vs Greatwall Corporate Services Private Limited

ORDER

Details of Secured Financial Creditors of the Corporate Debtor.

Details of Unsecured Financial Creditors of the Corporate Debtor being related Party.

Details of Operational Creditors and Statutory Creditors of the Corporate Debtor:

Sr. Name of the COC Nature Voting Voting No. Member % to the Plan

A. Brief Background of the Corporate debtor

B. Background of the Resolution Applicant

i. Introduction of Mr. Karan Misal

ii. Introduction of Rushabh Ranawat:

iii. Introduction of Ashish Kadam:

iv. Net worth of Consortium of Mr. Karan Misal, Mr. Rushabh Ranawat and Mr. Ashish Kadam.

14. Summary of Payments under the Resolution Plan

TOTAL FUND OUTLAY UNDER THE RESOLUTION PLAN:

15. Sources of Funds

16. Tenure of Payment to creditors under the Resolution Plan:

17. Payment’s proposals of the various stakeholders under the Resolution Plan:

A. CIRP Costs

B. Payment to Unsecured Financial Creditors

C. Payment to Secured Financial Creditors

D. Payment to Operational Creditors (Except Regional Provident Fund Association)

The Summary of Operational Creditor Claims and the amount offered is as follows:

Amt in Rupees

S.No	Nature of Claim	Amount Claimed	Amount Admitted	Plan Proposes to Pay
1.	Operational Creditors except Regional Provident Fund organization	35,79,91,851.00	34,63,78,858.00	1,00,000.00
Total		35,79,91,851.00	34,63,78,858.00

E. Payment to Regional Provident Fund Association

1.1.1

As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 7A of EPF Act, 1952 is ₹ 4,18,69,439/-, this amount shall be paid in full as follows:

i.

₹ 1,17,11,731/- shall be paid in First Tranche of upfront cash.

ii.

₹ 3,01,57,708/- shall be paid in Second Tranche of upfront cash.

1.1.2

As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 14B of EPF Act, 1952 is ₹ 1,83,76,433/-. In the matter of Regional Provident Fund Commissioner vs Ms. Mamta Binani & Anr the Hon’ble NCLAT held that “(ii) With regard to amount admitted under Section 14B of Rs.1,05,63,927/-, we grant liberty to the SRA to make an application to the Central Board to waive 100% damages levelled under Section 14B. SRA make an application under Section 14B 2^nd proviso for waiver of the damages under Section 14B which application be filed within 30 days from today and the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months from the date copy of the application is submitted.”

In accordance therewith, the RA prays that the Hon’ble NCLT grant liberty to RA to make an application to the Central Board to waive 100% damages levelled under Section 14B 2^nd proviso for waiver of the damages under Section 14B which application be filed within 30 days from approval and the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months from the date copy of the application is submitted. In case this prayer of grant of waiver of 100% of damages is not granted by the Central Board.

1.1.3

As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 7Q of EPF Act, 1952 is ₹1,12,18,904, as per EPFO notification dated 11^th Feb, 2014 bearing no. RRC/28 (23) 06/BIFR, establishments are permitted to clear arrears in 36 months in 36 EMIs. Therefore, the CD shall pay the admitted dues under 7Q in 36 months in 36 EMIs. The RA shall also pay interest on Interest.

1.1.4

Further, there is a fresh order dated 6^th March, 2024, for additional dues u/s. 7A of EPF Act, 1952, for additional dues u/s. 7A of ₹ 1,14,48,323. The Resolution Applicant shall make payment against this Order (although no claim has been filed) in duration of 36 months in 36 Equated Monthly Instalments. Any interest on this amount shall also be paid within the stipulated time period.

18. Implementation Schedule:

Sr. No.	Activity	Time Line (days)
PHASE I – Approval process for the Proposed Resolution Plan
1.	On receipt of Certified copy of Hon’ble NCLT and possession of the CD.	E
2.	Notice on the Company’s Website.	E+14
3.	Intimation to MCA, RBI, Tax authorities and various other statutory authorities (as applicable).
4.	Intimation to all Creditors, and other stakeholders of the Company.
PHASE II – SETTLEMENT OF CREDITORS
5.	Payment of CIRP Costs as approved by CoC	E+90
6.	Payment to Operational Creditors	E+90
7.	Payment of the proportionate amount	E+90

Sr. No.	Activity	Time Line (days)
	to the Dissenting Financial Creditors from the Upfront Cash
8.	Upfront Payment to Secured Financial Creditors & Regional Provident Fund Association	E+90
9.	Suo Motto payment to the creditors	E+90
10.	 Payment of Second Tranche of upfront Payment;  Release of Existing Security and issuance of no dues/no objection certificate;  Release of Performance Security The timelines shall stand adjusted in case of prepayment of the Second Tranche of upfront Payment at the option of the Resolution Applicant in its sole discretion as per the terms of the Resolution Plan.	E+180
11.	 Equated Monthly Installments to Regional Provident Fund Office	In 36 Months in 36 EMIs starting from E+ 90 days
12.	 Decision by Central Board on waiver of damaged under 14B	W/I 3 months from date of Application
PHASE III – IMPLEMENTATION OF PROPOSED RESOLUTION PLAN

Sr. No.	Activity	Time Line (days)
13.	Management of Company  Re-constitution of Board of Directors  Setting up of management team and control systems  Completion of Definitive Documents  Identification of contractors and execution of documents	E+90
14.	Change in Memorandum and Articles of Association and other documentation as required under the proposed plan Obtaining requisite approvals, wherever required	E+120
15.	Streamline the operations of the Corporate Debtor	E+90
16.	Improvement in operations	At the earliest

19. Performance Security

In accordance with Regulation 36B (4A) of the CIRP Regulations, the Resolution Applicant, in case its Resolution Plan is approved under sub-section (4) of section 30 of the Code, shall provide performance security. The amount of performance security as envisaged under the RFRP of Rs. 2 Crore (Rupees Two Crore only) has been submitted.

20. Structuring the Shareholding

The Resolution Applicant and/or Affiliates or Nominees shall infuse and an amount upto Rs. 10,00,00,000 in the corporate debtor equivalent to 100,00,000 Shares at face value of Rs. 10 each.

Requisite amendments shall be made to the Articles of Association in relation to the transactions contemplated herein (if required) subject to compliance with Applicable Law;

The Resolution Applicant shall subscribe to and the Corporate Debtor shall issue equity shares for Upfront Equity Infusion as mentioned herein above;

The Resolution Applicant and/or its Affiliates or Nominee shall infuse funds for an amount equal to Upfront payment in the Corporate Debtor which shall be used to repay the Creditors.

The Existing share capital of the company shall be extinguished by 100 %.

21. Monitoring Committee

The Monitoring Committee shall comprise of the Resolution Professional (Mr. Prashant Jain), One representative of the COC and one member nominated by the Resolution Applicant.

From the submission of this Resolution Plan up to the NCLT Approval Date, the Resolution Professional shall subject to the provisions of Paragraph 7.1 of this Resolution Plan, continue to manage the business and operation of the Corporate Debtor as per the requirement of Section 23(1) (proviso) of the IBC.

From NCLT Approval Date up to Trigger Date

During the period from the NCLT Approval Date and up to the Trigger Date, the Corporate Debtor shall be managed by the Monitoring Committee, as set out in this Resolution Plan, which shall be immediately appointed as per the terms hereof upon sanction of the Resolution Plan by the NCLT.

On and after the Trigger Date

On the Trigger Date, simultaneously with the infusion of the Upfront Cash, Resolution applicant shall subscribe to the shares of the Corporate Debtor. Thereafter, upon the issuance of the RA Equity Shares, pursuant to the implementation of the Resolution Plan, the Resolution Applicant and its Nominees shall hold the major share capital of the Corporate Debtor.

Immediately on the Trigger Date, the Resolution Professional/Monitoring Committee shall begin the process of delivering and handing over to the Resolution Applicant, the physical custody of all the dossiers, master files, technical files, computerised books and records and other storage media in whatever format (including any specialised or custom-made software required to access data, all passwords to any electronic media/storage, IT Systems etc.) and all records and documents in any and all forms - physical or electronic with respect to the business of the Corporate Debtor and within a period of 5 (Five) Business Days from the Trigger Date, the Resolution Professional/Monitoring Committee shall cause the actual delivery of the aforesaid to the Resolution Applicant.

The Monitoring Committee shall continue in force till the payment of Second Tranche of Upfront Payment is made by the Resolution Applicant to the Creditors under this Resolution Plan for the sole purpose of monitoring the payments to stakeholders as enumerated in this Resolution Plan.

On and from the Trigger Date, the Corporate Debtor and its day-to-day operations shall be managed by the Reconstituted Board. After the Trigger Date, the Monitoring Committee shall be responsible only for monitoring the Second Tranche of upfront payments due under the Resolution Plan. Once the Second Tranche of upfront is paid by the Resolution Applicant, the Monitoring Committee shall cease to exist. It is hereby clarified that on and after the Trigger Date, the Corporate Debtor shall be managed by the Resolution Applicant.

22. Avoidance Transactions

As per the requirements of Regulation 38(2) (d) of the CIRP Regulations, avoidance transactions application filed by the Resolution Professional, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan to its logical end by the Chairman of monitoring Committee and the proceeds shall be distributed to the Secured financial Creditors in the manner approved by the COC while approving this Resolution plan.

23. The compliance of the Resolution Plan is as under:

Section of Requirement with respect to Resolution Clause of Compliance the Plan Resolution (Yes/ No) Code Plan /

Regulation No.
25(2)(h)	Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD?	Included in Expression of Interest document	Yes
Section29 A	Whether the Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority?		YES
Section30( 1)	Whether the Resolution Applicant has submitted an affidavit stating that it is eligible?	The Resolution Applicant had provided an affidavit under Section 29A	YES
	Whether the Resolution Plan- (a) Provides for the payment of insolvency resolution process costs? (b) Provides for the payment to the operational creditors?	(a) Yes. Clause No 4.7 (Payment of Outstanding CIRP Costs) Page No 42 (b) Yes.	YES

	(c) provides for the payment to the financial creditors who did not vote in favor of the resolution plan? (d) Provides for the management of the affairs of the corporate debtor? (e) Provides for the implementation and supervision of the resolution plan? (f) Contravenes any of the provisions of the law for the time being in force?]	Clause No 4.8.3 (Payment of OC) page no 43 (c) Yes. Clause no. 4.10, page no 45. (d) Yes, Clause no.6 page no .58 (e) Please refer to Paragraphs 6 & 7.2.1 of the Resoluti on Plan Page 65 (f) Yes. Clause No. 8.8.1 (Page no.80)
Section30(	Whether the Resolution Plan	(a) Clause	YES

4)	(a) is feasible and viable, according to the CoC? (b) Has been approved by the CoC with 66% voting share?	8.8.4, page 80 (b) The e-voting result is attached
Section31( 1)	Whether the Resolution Plan has provisions for its effective implementation plan, according to the CoC?		YES
Regulation3 8 (1)	Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors?]	clause 4.8.3- page no 43	NO
Regul ation3 8(1A)	Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders?	Clause 8.1 Page No 73.	YES
[Regulation 38(1B)	(i) Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?]	(i) Clause 8.8.2, page no. 80 (ii) NA	YES
Regul ation3 8(2)	Whether the Resolution Plan provides: (a) The term of the plan and its implementation schedule? (b) For the management and control of	Please refer to clause 7.3 page no 70	YES

	the business of the corporate debtor during its term? (c) Adequate means for supervising its implementation?	Please refer to clause 6 page no 58 Please refer to clause 7.2 page no 65
38(3)	Whether the resolution plan demonstrates that– (a) It addresses the cause of default? (b) It is feasible and viable? (c) It has provisions for its effective implementation? (d) It has provisions for approvals required and the timeline for the same?	(a) Please refer to clause 8.8.3 page no 80 (b) Please refer to clause 8.8.4 page no 80 (c) Please refer to clause 7 page no 63 (d) Please refer to clause 8.8.6 page no 81	YES

	(e) The resolution applicant has the capability to implement the resolution plan?	Requisite details/inform ation/ documents pertaining to eligibility/ capability of Resolution Applicant has been provided by the Resolution Applicant as part of the Resolution plan/ Expression of Interest and/or as part of the supporting documents with the Resolution plan/ Expression of Interest
39(2)	Whether the RP has filed applications in respect of transactions observed, found or determined by him?	Yes
[Regulation	Provide details of performance security	The members	YES

39(4) received, as referred to in sub- of COC had regulation(4A) of regulation36B.] approved Rs. 2cr as Performance Security to be paid by the successful Resolution Applicant once the plan is approved by the members of COC and before it is filed with NCLT, Mumbai.

i.

That the Resolution Applicant or any of its related parties has never failed to implement or contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority at any time in the past. This is in compliance of Regulation 38(1)(b) of the Regulations.

j. The interests of all stakeholders (including Financial Creditors, Operational Creditors and other creditors, guarantors, members, employees and other stakeholders of the Company, keeping in view the objectives of the Code (Regulation 38(1A)).

ORDER

“on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in, respect to a claim, which is not part of the resolution plan.”

“95.

(i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan;

(ii)

2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from the date on which the Code has come into effect;

(iii)

consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 could be continued.”