Ricoh India Limited, By Mr. Krishna Chamadia vs Unknown

ORDER

DATED FEBRUARY 12, 2019

THE RESOLUTION PLAN FOR RICOH INDIA LIMITED

SUBMITTED BY:

Mr. Kalpraj Dharamshi

and

Mrs. Rekha Jhujhunwala

TABLE OF CONTENTS

1.

INTRODUCTION OF THE RESOLUTION APPLICANT

2.

DEFINITIONS AND INTERPRETATION

3.

OUR UNDERSTANDING OF THE CORPORATE DEBTOR

4.

TREATMENT OF STAKEHOLDERS

5.

TERM, IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN

6.

GUARANTEES

7.

MANAGEMENT AND CONTROL OF AFFAIRS OF THE CORPORATE DEBTOR

8.

PLAN FOR REVIVAL PROPOSAL

9.

OTHER RELEVANT PROVISIONS

10.

EFFECT OF THE RESOLUTION PLAN

11.

RELIEFS AND CONCESSIONS

RESOLUTION PLAN

To,

Mr. Krishna Chamadia

Resolution Professional

In the matter of Ricoh India Limited

B, 1805, Raheja Heights, Off General, A.K. Vaidya Marg,

Dindoshi, Malad, East, Maharashtra

Dear Sir,

Subject: Resolution Plan for Ricoh India Limited in respect of its Corporate Insolvency Resolution Process.

1. INTRODUCTION OF THE RESOLUTION APPLICANT

1. Resolution Applicant

1.1

We in our capacity as investors hereby submit this comprehensive resolution plan (“Resolution Plan”) under the Insolvency and Bankruptcy Code, 2016 (“IBC”) as amended from time to time. The Resolution Applicant (”Resolution Applicant”) is defined to mean:

(i)

Mr. Kalpraj Dharmashi; and

(ii)

Mrs. Rekha Jhunjhunwala.

Please note that the plan will be implemented through a SPV, “BidCo” which is to be formed after CoC approval of the Resolution Plan but before NCLT approval of the Resolution Plan.

The shareholding of the BidCo shall be as follows:

BidCo	Number of Shares	Share Capital (INR Cr)	Shareholding %	Face Value (INR)
Kalpraj Dharamshi	1,60,00,000	16.00	50.00%	10.00
Rekha Jhunjhunwala	1,60,00,000	16.00	50.00%	10.00
Total	3,20,00,000	32.00	100.00%

The Directors of the BidCo shall be as follows:

Name of the Director	Designation	DIN
Kalpraj Dharamshi	Director	00056433
Rekha Jhunjhunwala	Director	01226765

1.2 Brief profile of Mr. Kalpraj Dharmashi

Mr. Kalpraj Dharamshi has completed his graduation in commerce from the University of Mumbai and his Intermediate in Chartered Accountancy from the Institute of Chartered Accountants of India. He started his stock market intermediary operations in 1988 and acquired his BSE membership in 1994 followed by NSE membership in 1997.

The operations are carried out in the name of Dharamshi Securities Pvt. Ltd. which services institutional and retail clients across India. Mr. Kalpraj Dharamshi has been running his business operations for the last twenty six years managing around fifty employees. The staff attrition levels in the organization are very low with the average working period of the employees exceeding a decade. Mr. Kalpraj Dharamshi uses his own funds for his investments and business and does not use debt as source of funds. In the last twenty six years neither Mr. Kalpraj Dharamshi nor his business have faced regulatory penalties. He has been recognized as the “Highest Tax Payer” by the Income Tax department.

He is an astute investor adept at investing in the early stages of an industry upcycle and was interviewed in the TV series “Wizards of Dalal Street” aired on CNBC TV18.

He is also a long term investor in the Corporate Debtor currently he alongwith his wife holds 4,75,000 equity shares of the Corporate Debtor.

1.2.1 Some successful investments & net worth

Around 2002 he reasoned that infrastructural bottlenecks had to be eased to support economic growth which would result in order inflows to firms engaged in engineering, capital goods and infrastructure firms. He has invested in Bharat Electronics Ltd., Elecon Engineering Ltd. and Nagarjuna Construction Company Ltd. He exited his investment in Elecon Engineering Ltd. at 55x of his original investment after a period of four years while the other investments appreciated 12x in four years. Around the same period, he had identified the nascent organized retail industry and invested in Pantaloon Retail Ltd. He exited his investment at 40x his original investment after a holding period of three years.

As of March 31, 2018, Mr. Dharmashi had a Net worth of around INR 453 Cr. (Indian Rupees Four Hundred Fifty Three Crores Only).

1.3 Brief Profiles of Mrs. Rekha Jhunjhunwala

Mrs. Rekha Jhunjhunwala is an ace investor and invests in Indian markets since very early part of her career. She is the wife of Mr. Rakesh Jhunjhunwala. She is a commerce graduate from Chinai college of commerce, Mumbai.

1.3.1 Some successful investments & net worth

Mrs. Jhunjhunwala has made some very successful investments in her career including Delta Corp (5x returns), Escorts Ltd (6x returns), Geojit Financial (11x returns), Lupin (4x returns) for periods ranging from five to ten years. Apart from that she is on board of companies such as OHM Educomp Foundation Private Limited and Jalaram Baba Children’s Nest Education Private Limited, which has around 200 hundred employees.

Mrs. Jhunjhunwala owns 18 percent stake in Pegasus Assets Reconstruction Private Limited, a private sector Asset Reconstruction Company (ARC) registered with Reserve Bank of India. It has acquired dues of over INR 7,500 Cr. (Indian Rupees Seventy Five Hundred Crores Only) of distressed loans / non-performing loans transactions from more than 50 banks and financial institutions till FY2018.

As of March 31^, 2018, the net worth of Mrs. Jhunjhunwala was INR 1,545 Cr. (Indian Rupees One Thousand Five Hundred Forty Five Crores Only).

DEFINITIONS AND INTERPRETATION

Unless otherwise defined in this Resolution Plan, the following capitalized terms shall have the following meanings, unless repugnant to the subject, matter or context thereof:

Definitions/ Abbreviation	Meaning
Adjudicating Authority	shall mean the National Company Law Tribunal, Mumbai
Applicable Laws	shall mean any statute, treaty, law, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governmental Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law, of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question at any time including but not limited to the Code, CIRP Regulations, Companies Act, Competition Act and FEMA each as amended from time to time.
Assignment Agreement	shall mean a Deed of Assignment or Assignment Agreement as may be required by the Resolution Applicant for assignment of claim of Related Party FC and Related Party OC along with the requisite underlying Security and Security Documents.
Assignment	shall mean assignment of Financial Debt / Operational Debt by executing and delivering requisite documents to the satisfaction of the Resolution Applicant including Assignment Agreement.
Associates	shall mean the companies mentioned to be the subsidiaries and associates in the annual report of Ricoh India Limited for financial year 2017-18 including I.D.C. Electronics Ltd
BidCo	shall mean the private limited company to be incorporated by the Resolution Applicants prior to NCLT Approval Date.
Board or Board of Directors	shall mean the board of directors of the Corporate Debtor.
CIRP	shall mean the corporate insolvency resolution process.
CIRP Regulations	shall mean Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as amended.
Claim	shall include a right to payment, right to remedy arising pursuant to a contract, under any law for the time being in force, if such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, matured, not matured, secured or unsecured, contingent, crystallised or fructified, of any nature whatsoever including interest, damages, sanctions, penalties and fines whether claimed by any Governmental Authority, supplier, creditor or any other person
CoC	shall mean the committee of creditors of the Corporate Debtor constituted by the Resolution Professional in accordance with the provisions of the Code
CoC Approval	shall mean the approval of the Resolution Plan by the Committee of Creditors of the Corporate Debtor
Companies Act	shall mean the Companies Act, 2013 as amended from time to time and all rules, regulations, notifications and circulars issued pursuant thereto from time to time
Code or IBC	shall mean the Insolvency and Bankruptcy Code, 2016 as amended from time to time
Corporate Debtor or Company or Ricoh India	shall mean Ricoh India Limited
Consolidation of Share Capital	shall have the meaning as prescribed in clause 5.2.3
Cancellation of Shares	shall have the meaning as prescribed in clause 5.2.2
Definitions/ Abbreviation	Meaning
Debt	shall mean as to any Person, any indebtedness for or in respect of (without limitation) any moneys borrowed, any amounts admitted (in writing including in the books) to be owed and due, any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent, any amount raised pursuant to issue of bonds, notes, debentures, loan stock or any similar instrument, any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, any obligation, whether conditional or otherwise, in respect of any instruments or securities (whether debt or equity or otherwise), which incorporates an assured return, and the amount of any crystallized liability in respect of any guarantee, letter of comfort, underwriting, hedging, indemnity or any similar assurance or undertaking
Encumbrance	shall mean any right, title or interest existing or created or purported to be created in any manner whatsoever including by way of or in the nature of a sale, agreement to sell, assignment, co-ownership, attachment, pledge, hypothecation, charge, lien, option or right of pre-emption, entitlement to ownership (including usufruct and similar entitlements) and any other interest or right held, or any statutory liability recoverable by sale of property, or any claim, right or lien whatsoever that could be raised or exercisable by a third party and the term “Encumber” shall be construed accordingly
Existing Shareholders	shall mean the parties holding the Equity Shares of the Corporate Debtor
Financial Creditor or FC	shall have the meaning assigned to it in the IBC
Financial Debt	shall mean all the amounts of the Debt payable to the Financial Creditors
FY	shall mean Financial Year ending 31st March of the respective year
IBC	shall mean the Insolvency and Bankruptcy Code, 2016, as amended
Information Memorandum or IM	shall have the meaning ascribed to it in the IBC
IndAS	shall mean the Indian Accounting Standards Rules 2015 and as amendment
INR	shall mean Indian Rupees
INR Cr.	shall mean Indian Rupees in Crores
Insolvency Commencement Date	shall mean date of commencement of CIRP, i.e., 14 May 2018.
Insolvency Resolution Process Cost or CIRP Cost	shall have the meaning ascribed to it in the IBC;
Interim Management Costs	shall have the meaning as prescribed in clause 5.4.5
List of Creditors	shall mean the list of creditors of the Corporate Debtor dated January 24, 2019 as uploaded on the website of the Corporate Debtor;
Monitoring Agent	shall have the meaning as prescribed in Clause 5.4.3
Monitoring Committee	shall have the meaning as prescribed in Clause 5.4.1
NCD	shall mean Non-Convertible Debentures;
NRG	shall mean NRG Group Limited;
NCLT Approval Date	shall mean the date of approval of the Resolution Plan by National Company Law Tribunal, Mumbai;
Operational Creditor or OC	shall have the meaning ascribed to it in the IBC;
Operational Debt	shall mean the amount owed to Operational Creditors;
Person	shall mean an individual, a partnership firm, an association, a corporation, a limited company, a trust, a body corporate, bank or financial institution or any other body, whether incorporated or not;
Public Shareholders	shall mean shareholders of the Corporate Debtor as on Insolvency Commencement Date (excluding NRG and RCL);
Reconstitution of Capital	shall mean Reduction in Share Capital and Consolidation of Share Capital have the meaning as prescribed in Clause 5.2.3;
Definitions/ Abbreviation	Meaning
Reduction in Share Capital	shall have the meaning as prescribed in Clause 5.2.3;
Reconstituted Board of Directors	shall have the meaning as prescribed in Clause 7.3.1;
Related Party Creditor	shall mean the related party creditors of Ricoh India Limited as mentioned in the List of Creditors;
Related Party FC	shall have the meaning as prescribed in Clause 4.2;
Collateralised FC	shall have the meaning as prescribed in Clause 4.2;
Non-collateralised FC	shall have the meaning as prescribed in Clause 4.2;
Related Party OC	shall have the meaning as prescribed in Clause 4.3;
Non-Related Party OC	shall have the meaning as prescribed in Clause 4.3;
ROC	shall mean Registrar of Companies of the Ministry of Corporate Affairs of India;
Resolution Applicant	shall mean the investors Mr. Kalpraj Dharamshi and Mrs. Rekha Jhujhunwala;
Resolution Professional or RP	shall mean Mr. Krishna Chamadia, Registration Number (IBBI/IPA-001/IP-P00694/2017-2018/11220), who has been appointed as resolution professional by the Committee of Creditors for conducting the CIRP Process of the Corporate Debtor. For the purposes of various information/data provided to the Resolution Applicant, the reference to the Resolution Professional/RP in this Resolution Plan shall include the reference to the representatives of the Resolution Professional, his process advisor and their consultants;
Resolution Plan	shall mean this plan submitted by the Resolution Applicant in relation to the Corporate Debtor;
RoC Charges	shall mean the charges against Ricoh India Ltd as defined in Annexure 1;
Ricoh Japan or RCL or Ricoh	shall mean Ricoh Company Ltd., Japan;
Ricoh India	shall mean Ricoh India Limited or the Corporate Debtor;
SBLC	shall mean Stand by Letter of Credit;
SEBI	shall mean Securities and Exchange Board of India;
Share Capital	shall mean the entire equity share capital of the Corporate Debtor; and
Transfer Date	shall mean the date of completion of merger with BidCo or date on which payments / settlements are made towards the claims of the operational creditors, the claims of the employees and workmen and collateralisation / settlement of the financial creditors as provided under the Resolution Plan, whichever is earlier.

All other capitalised terms defined hereinafter in the Resolution Plan shall have the respective meaning ascribed thereto, wherever such term is used in the Resolution Plan.

2. OUR UNDERSTANDING OF THE CORPORATE DEBTOR

2.1

Ricoh India Limited (“Ricoh India” or “the Corporate Debtor”) is a subsidiary of Ricoh Company Ltd., Japan (“RCL”). RCL is a leading global supplier of office automation equipment, including copiers, facsimiles machines, data processing systems, and related supplies.

2.2

The Corporate Debtor has been present in India for over 37 years, and operates through a pan-India network of 7 offices and over 1,000 business partners. It is engaged in two key lines of business – printing and ITS.

2.2.1

The printing business pertains to selling, distributing and providing after sales support in relation to office printing and production printing (“RIL Printing Business”). The products sold are sourced from Ricoh group entities overseas and then sold in India either directly to the end customer or to distributors.

2.2.2

The ITS business pertains to information technology projects that involve installation of hardware followed by an operations and maintenance phase (“RIL ITS Business”). This business deals primarily with government sector clients and public enterprises.

2.3

The Corporate Debtor has recorded a turnover of INR 689 Cr. (Indian Rupees Six Hundred Eighty Nine Crores Only) during financial year 2017-18.

2.4

The Corporate Debtor is listed on the Bombay Stock Exchange. However, trading of the stock has been suspended by the stock exchange since December 2016. The corporate identification number of the Corporate Debtor is L74940MH1993PLC074694 and registered office is located at 1132, 3rd Floor, 11 Solitaire Corporate Park Andheri Ghatkopar Link Road, Chakala, Andheri (E), Mumbai City MH 400093 IN.

2.5

The Corporate Debtor had approached SEBI to look into the affairs of the Company and take legal action. The subsequent report of SEBI after the detailed investigation substantiated the irregularities in the operations and financial report of the Corporate Debtor.

2.6

In October 2017, Ricoh Company Ltd withdrew financial support to the Corporate Debtor and also ceased selling hardware/ printers to the Corporate Debtor for further sale in the Indian market.

2.7

As per the annual report for financial year 2017-18, the Corporate Debtor has no subsidiary company.

2.8

The Corporate Debtor has an associate company, I.D.C. Electronics Ltd in which it holds 46% equity shares.

3. TREATMENT OF STAKEHOLDERS

3.1 Treatment of outstanding CIRP Cost

In terms of Section 30(2) (a) of the IBC, the CIRP Costs are to be paid in priority to any other creditor of the Corporate Debtor. Any unpaid or outstanding Insolvency Resolution Process Cost shall be paid from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The outstanding CIRP Cost shall be paid as per the timelines prescribed in clause 5.3.

The outstanding Insolvency Resolution Process Cost shall be paid in compliance with the Applicable Law in priority to any other creditor of the Company. The Resolution Applicant reserves the right to seek details of the outstanding CIRP Cost and requisite documents evidencing the amounts incurred for the outstanding CIRP Cost.

3.2 Treatment of Financial Creditors

As per the List of Creditors, the total amount of claims of Financial Creditors admitted by the RP is INR 1,728.28 Cr. (Indian Rupees Seventeen Hundred and Twenty Eight Crores and Twenty Eight Lakhs Only). We have sub-categorised this amount and propose the payments as follows:

Definition	Particulars	Claim Amount Admitted (INR)
“Related Party FC”	Ricoh Company Ltd., Japan	13,20,04,04,017
	Ricoh Asia Pacific Pte. Ltd., Singapore	2,09,47,39,726
“Collateralised FC”	Corporation Bank	27,77,20,676
	Kotak Mahindra Bank	2,10,68,082
	Bank of India	1,92,55,164
	Citi Bank N.A., India	30,29,53,159
“Non-collateralised FC”	Deutsche Bank	1,36,66,71,090
	Total	17,28,28,11,914

As per the List of Creditors, the claims of the Collateralised FC are fully collateralised through cash or fixed deposits held by either the Corporate Debtor or Ricoh Company Ltd. The Resolution Applicant intends to replace the Collateralised FCs as soon as practically possible after the NCLT Approval Date (since it involves co-ordination, support and approval from third parties) and till such Collateralised FCs are replaced, the Resolution Applicant shall honour the existing arrangement by continuing with the cash or fixed deposit collateral that has been provided to the Collateralised FC till the conclusion of the related projects or expiry of bank guarantee whichever is earlier. Once the bank guarantee expires or the corresponding project is complete, the collateral for the same shall be returned to the entity which has provided the same. It is clarified that the existing arrangement referred above does not include any charge created on the cash / cash deposits / any other assets of the Corporate Debtor after Insolvency Commencement Date and in the event any such charge has been created, it shall stand fully satisfied and discharged by virtue of the order of the NCLT approving this Resolution Plan.

The Resolution Applicant shall replace the guarantee that has been provided by the Uncollateralised FC through the means of a new guarantee, to the Department of Post from a bank / financial institution acceptable to the Department of Post. This shall be done as per the timelines of the Resolution Plan given in clause 5.3. We understand that replacing the guarantee given to the Department of Post involves co-ordination and support from third parties and may hence take time. We shall therefore, in the interim provide a stand by letter of credit to the Uncollateralised FC which shall be valid till expiry of guarantee given by Uncollateralised FC to Department of Post or replacement of bank guarantee of Uncollateralised FC , whichever is earlier. Any encumbrance created on the assets of the Company to secure the claims of the Uncollateralised FC shall stand fully extinguished immediately upon provision of SBLC to Uncollateralised FC or replacement of bank guarantee of Uncollateralised FC, whichever is earlier.

The Resolution Applicant or the BidCo proposes to make a payment of INR 1.00 Cr. (Indian Rupees One Crore Only) to the Related Party FC and Related Party OC (as defined in clause 4.3) in return for Assignment of these claims to the BidCo. This amount will be paid proportionately to the Related Party FC and Related Party OC in accordance with their admitted claim amount. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. Upon payment of INR 1.00 Cr. (Indian Rupees One Crore Only), all of the claims of the respective Related Party FC and Related Party OC would stand fully extinguished and the Claims of the respective Related Party FC and Related Party OC, together with all of their rights, title and interest in the underlying contracts, deeds and documents and all collateral (if any) to secure shall stand irrevocably assigned to the BidCo and shall transfer/deliver or cause to be transferred / delivered to the BidCo, all such original documents, deeds and/or writings, and produce the same promptly upon any request by the Resolution Applicant.

If the Related Party FC and Related Party OC fail to assign the admitted claim amount within timelines prescribed in clause 5.3, for any reason whatsoever, the claim shall stand permanently extinguished on such date, and the Resolution Applicant and/or Corporate Debtor shall not be liable to make any payments in relation to these claims.

3.3 Treatment of Operational Creditors (other than workmen/employees)

As per the List of Creditors, the total amount of claims of Operational Creditors admitted by the RP is INR 790.17 Cr. (Indian Rupees Seven Hundred and Ninety Crore and Seventeen Lakhs Only). We have sub-categorised this amount and propose the payments as follows:

Definition	Particulars	Claim Amount Admitted (INR)
“Related Party OC”	Ricoh Company Ltd., Japan	2,60,95,176
	Ricoh Asia Pacific Operations Ltd, Hong Kong	7,66,00,83,908
	Ricoh Asia Pacific Pte Ltd, Singapore	1,05,91,830
	Ricoh Australia Pty Ltd	7,19,732
	Ricoh Europe PLC	1,34,65,045
“Non-Related Party OC”	Other Non-Related Party Operational Creditors of Ricoh India Limited	19,07,33,409
	Total	7,90,16,89,100

As a part of the Resolution Plan, the Resolution Applicant shall pay in full i.e. INR 19.07 Cr. (Indian Rupees Nineteen Crores and Seven Lakhs Only) to the Non-Related Party OC, as a full and final settlement towards their claims. The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3.

For settlement / payment of Related Party OC, please refer clause 4.2 above.

The Resolution Applicants, at their sole discretion, intend to pay INR 150 Cr. (Indian Rupees One Hundred and Fifty Crore Only) to RCL at any time after the expiry of 9 years from the Transfer Date to obtain operational support necessary to run the business.

3.4 Treatment of Workmen and Employees Dues

As per the List of Creditors, the total amount of claim of Workmen & Employees admitted by the RP is INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only). The Resolution Applicant shall pay in full i.e. INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only) or the actual admitted claim amount with respect to claim of workmen/employees. The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5.

The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3.

It is clarified that so far as the Corporate Debtor is concerned, all obligations of the Corporate Debtor towards each Workman / Employee shall stand fully and permanently settled on and from the date the payments specified in this clause are paid to each of such Workman / Employee.

3.5 Treatment of Statutory Authorities

Definition

Name of the Creditor

Submitted amount in INR

“Unadmitted Statutory Creditors”	Deputy Commissioner, Sales Tax Maharashtra	3,47,33,90,103
	Commercial Tax Officer, Bhopal	1,22,12,857
	State Tax Officer, Gandhinagar	51,06,36,046
	Total	3,99,62,39,006

We understand that the admitted claim amount for statutory dues admitted is NIL. The Resolution Applicant proposes to pay NIL to Statutory Authorities including Unadmitted Statutory Creditors, as a part of the Resolution Plan. As on NCLT Approval Date, the claim (whether crystallised on the NCLT Approval Date or not) shall stand permanently extinguished, and the Resolution Applicant and/or Corporate Debtor shall not be liable to make any payments, whether admitted or not in relation to these claims.

3.6 Treatment of creditors other than Financial Creditors, Operational Creditors and Workmen & Employees

As per the List of Creditors, the total amount of claims of creditors other than Financial Creditors, Operational Creditors and Workmen & Employees admitted by the RP is INR 1,60,430 (Indian Rupees One Lakh Sixty Thousand Four Hundred and Thirty Only).

As part of the Resolution Plan, Resolution Applicant proposes to pay in full i.e. INR 160,430 (Indian Rupees One Lakh Sixty Thousand Four Hundred and Thirty Only) towards full and final settlement/discharge of the entire amounts of the Debt of all Other Creditors (i.e. excluding the Financial Creditors, Operational Creditors and Workmen & Employees). The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5.

The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3.

3.7 Treatment of Existing Shareholders

The share capital of the Corporate Debtor shall be reorganised as a part of the implementation. Please refer clause 5.2 for details.

3.8 Summary of key payments

Amount	Details	Amount
Upfront Cash Recovery	Payment of unpaid CIRP cost as intimated by the RP	As per actuals
	Payment to Related Party FC and Related Party OC	INR 1.00 Cr.
	Payment to Workmen & Employees	INR 1.15 Cr.
	Payment to Non-Related Party OC	INR 19.07 Cr.
	Payment to Other Creditors	INR 0.02 Cr.
	Total	INR 21.24 Cr.
Fresh Equity for improving business operations	Through merger (share capital of BidCo)	INR 32.00 Cr.
	Through unsecured optionally convertible debentures (as per terms set out in clause 5.2.5)	INR 21.00 Cr.
	Replacement of Deutsche Bank guarantee (without blocking funds of the Corporate Debtor) yielding same results as infusing additional equity	INR 136.67 Cr.
	Replacement of guarantees of Collateralised FC as per clause 4.2 leading to lenders not continuing with company	INR 62.10 Cr.
	Total	INR 251.77 Cr.
Payment to shareholders	Potential upfront payout to minority	INR 52.49 Cr.
	Payout to RCL and NRG as per proposed transfer of shares as per clause 5.2.2	INR 2.49 Cr.
	Total	INR 54.98 Cr.
Payment to RCL	Payment to RCL as per clause 4.3 (for operational support).	INR 150.00 Cr.
	Total	INR 150.00 Cr.

4. TERM, IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN

4.1 Term of the Resolution Plan and Implementation Schedule

4.1.1

In terms of Section 31(1) of the IBC, this Resolution Plan shall become binding on the Corporate Debtor and its employees, members, creditors, guarantors, shareholders and other stakeholders including the tax authorities, stamp duty authorities, any other Governmental Authority involved in this Resolution Plan on the date on which this Resolution Plan is approved by the NCLT.

4.1.2

The effectiveness and implementation of the Resolution Plan by the Resolution Applicant shall be subject to the approval of the NCLT. Notwithstanding anything set out in this Resolution Plan, the implementation of this Resolution Plan by the Resolution Applicant shall not be conditional upon satisfaction of any conditions other than approval of the NCLT.

4.2 Implementation of the Resolution Plan

4.2.1 Incorporation of BidCo

The Resolution Applicant shall incorporate a special purpose vehicle, BidCo, after CoC approval of the Resolution Plan but before NCLT approval of the Resolution Plan. The shareholding of the BidCo shall be as follows:

Shareholders	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Kalpraj Dharamshi	1,60,00,000	16.00	50.00%	10.00
Rekha Jhunjhunwala	1,60,00,000	16.00	50.00%	10.00
Total	3,20,00,000	32.00	100.00%

The Directors of the BidCo shall be as follows:

Name of the Director	Designation	DIN
Kalpraj Dharamshi	Director	00056433
Rekha Jhunjhunwala	Director	01226765

Further, since the Resolution Applicant are individuals, in our view, the definition of connected persons under the Code is not applicable.

4.2.2 Transfer of NRG and RCL Shares

As per the latest publicly information, the shareholding as on 31 December 2018 is as follows:

Shareholders	Number of Shares	Share Capital (INR Cr.)	Shareholding %
Ricoh Company Ltd.	1,83,10,578	18.31	46.04%
NRG Group Limited	1,09,59,792	10.96	27.56%
Public Shareholders	1,04,97,791	10.50	26.40%
Total	3,97,68,161	39.77	100.00%

As veteran investors in the market we are aware of the efforts taken by a promoter company to run an enterprise. We understand that the NRG Group infused an amount of ~INR 1,123 Cr. in the Corporate Debtor at a time when the Company was dealing with financial stress due to irregularities in the operations, with a view to revive business operations. Unfortunately the revival attempts could not fructify leading the Corporate Debtor to file for Insolvency. In recognition of the same, as a goodwill gesture, we would like to buy the shares of NRG and RCL for a token consideration of INR 0.85 per share, as detailed below, instead of outright extinguishment without consideration. For the purposes of this Resolution Plan, the Resolution Applicant has assumed that the shares of the Corporate Debtor held by NRG and RCL are free from all Encumbrances.

Shareholders	Number of Shares	Payment (INR Cr.)	Price per share (INR)
Ricoh Company Ltd.	1,83,10,578	1.56	0.85
NRG Group Limited	1,09,59,792	0.93	0.85
Total	2,92,70,370	2.49

We however understand that NRG Group and / or RCL may or may not accept the terms of our offer. Hence in the interest of clarity, we are laying out the mechanism that will be used to implement the Resolution Plan in either scenario.

If NRG and RCL fail to transfer their shares to the Resolution Applicant for any reason whatsoever, the shares of the Corporate Debtor held by Ricoh Company Ltd and NRG Group Limited shall stand fully extinguished as a part of this Resolution Plan (“Cancellation of Shares’’). The Resolution Applicant and/or Corporate Debtor shall neither be liable to make any payments in relation to these claims / shares nor be required take any further corporate action (including separate application to NCLT) for extinguishment of shares of RCL and NRG.

Within timeline stipulated in clause 5.3, the Resolution Applicant and/or Corporate Debtor shall undertake discussion with NRG Group Limited and RCL for the transfer of equity shares held by NRG and RCL respectively in the manner laid out in clause 5.2.3. If such discussion results in an agreement to transfer shares then the Resolution Plan shall be implemented via “Scenario A”, else the Resolution Plan shall be implemented via “Scenario B”. Scenario A and Scenario B are only relevant for clauses 5.2.3 and 5.2.4. Rest of the Resolution Plan is not impacted in any way by these scenarios.

4.2.3 Reconstitution of Share Capital

a) Scenario A

After the transfer of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution.

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Resolution Applicant	2,92,70,370	29.27	73.60%	10.00
Transferred from NRG	1,09,59,792	10.96	27.56%	10.00
Transferred from RCL	1,83,10,578	18.31	46.04%	10.00
Public Shareholders	1,04,97,791	10.50	26.40%	10.00
Total	3,97,68,161	39.77	100.00%

The share capital of the Corporate Debtor shall be reconstituted as follows. The share capital of the Resolution Applicant (which means shares transferred from NRG Group Limited of INR 10.96 Cr. divided into 1,09,59,792 equity shares, the share capital of Ricoh Company Ltd of INR 18.31 Cr. divided into 1,83,10,578 equity shares) and the share capital of the existing Public Shareholders of INR 10.50 Cr. divided into 1,04,97,791 equity shares shall stand reduced from face value of INR 10.00 to face value of INR 4.00 (“Reduction in Share Capital”).

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Resolution Applicant	2,92,70,370	11.71	73.60%	4.00
Transferred from NRG	1,09,59,792	4.38	27.56%	4.00
Transferred from RCL	1,83,10,578	7.32	46.04%	4.00
Public Shareholders	1,04,97,791	4.20	26.40%	4.00
Total	3,97,68,161	15.91	100.00%

Upon Reduction in Share Capital, the shares shall be immediately consolidated into equity shares with face value INR 10.00 each (“Consolidation of Share Capital”). Any fractional entitlements of equity shares resulting from such consolidation shall be rounded off to the nearest whole integer. Indicative table below, assuming no rounding up is required on account fractional entitlement.

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Resolution Applicant	1,17,08,148	11.71	73.60%	10.00
Transferred from NRG	43,83,917	4.38	27.56%	10.00
Transferred from RCL	73,24,231	7.32	46.04%	10.00
Public Shareholders	41,99,116	4.20	26.40%	10.00
Total	1,59,07,264	15.91	100.00%

b) Scenario B

After the cancellation of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution.

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Ricoh Company Ltd.	-	-	-	-
NRG Group Limited	-	-	-	-
Public Shareholders	1,04,97,791	10.50	100.00%	10.00
Total	1,04,97,791	10.50	100.00%

The share capital of the Corporate Debtor shall be reconstituted as follows. The share capital of the existing Public Shareholders of INR 10.50 Cr. divided into 1,04,97,791 equity shares shall stand reduced from face value of INR 10.00 to face value of INR 4.00 (“Reduction in Share Capital”)

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
NRG Group Limited	-	-	-	-
Ricoh Company Ltd.	-	-	-	-
Public Shareholders	1,04,97,791	4.20	100.00%	4.00
Total	1,04,97,791	4.20	100.00%

Upon Reduction in Share Capital, the shares shall be immediately consolidated into equity shares with face value INR 10.00 each (“Consolidation of Share Capital”). Any fractional entitlements of equity shares resulting from such consolidation shall be rounded off to the nearest whole integer. Indicative table below, assuming no rounding up is required on account fractional entitlement.

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
NRG Group Limited	-	-	-	-
Ricoh Company Ltd.	-	-	-	-
Public Shareholders	41,99,116	4.20	100.00%	10.00
Total	41,99,116	4.20	100.00%

c) Applicable for both the Scenarios

The Corporate Debtor shall not be required to make any separate application before NCLT under the provisions of the IBC and that the approval of this Resolution Plan by NCLT shall be treated as if the necessary approvals required to have been obtained under the Companies Act, including consent of shareholders or creditors of the Corporate Debtor and applications for merger or capital reduction or share consolidation to NCLT or any other person / appropriate authority, as required under the Companies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with.

No further approval of NCLT will be required to give effect to the Reconstitution of Share Capital under the Companies Act and there shall be no requirement to add “and reduced” in the name of the Corporate Debtor as the approval of the Resolution Plan by NCLT shall be deemed to be an order under Section 66 of the Companies Act along with other applicable provisions of the Companies Act, sanctioning and approving all matters hereto.

The Reconstitution of Share Capital will be approved and implemented pursuant to the provisions of the IBC, specifically, Regulation 37 of the CIRP Regulations read with Section 31 of the IBC. The compliance with the provisions of the Resolution Plan and the Reconstitution of Share Capital shall be deemed to be in accordance with and constitute compliance with any and all provisions of Applicable Law that would have otherwise applied to a similar reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder. In the event of any delay in the implementation of the Reconstitution of Share Capital (for any approval / consent or otherwise), the Resolution Applicant shall have the right to implement the Reconstitution of Share Capital immediately once such approval / consent is in place.

4.2.4 Merger of BidCo and Corporate Debtor

The BidCo shall be merged into the Corporate Debtor (by means of a reverse merger and consequently, all the assets and liabilities of the Corporate Debtor would be accounted on fair value basis under IndAS 103). The appointed date for the Merger shall be NCLT Approval Date.

a) Scenario A

Shares of the Corporate Debtor shall be issued to the Resolution Applicant (shareholders of the BidCo) in a swap ratio of 1:1 resulting in the Resolution Applicant owning ~91% of the shares of the Corporate Debtor. The Resolution Applicant shall have the right (but no obligation) to revise the swap ratio in such a manner which will increase the shareholding of Public Shareholders to more than the ~9% envisaged herein. Indicative table below assuming no exit from public shareholders.

Proposed	Number of Shares	Share Capital (INR Cr)	Shareholding %	Face Value (INR)
Resolution Applicant	4,37,08,148	43.71	91.23%	10.00
New Shares	3,20,00,000	32.00	66.80%	10.00
Transferred from NRG	43,83,917	4.38	9.15%	10.00
Transferred from RCL	73,24,231	7.32	15.29%	10.00
Public Shareholders	41,99,116	4.20	8.77%	10.00
Total	4,79,07,264	47.91	100.00%

b) Scenario B

Shares of the Corporate Debtor shall be issued to the Resolution Applicant (shareholders of the BidCo) in a swap ratio of 1:1 resulting in the Resolution Applicant owning ~88% of the shares of the Corporate Debtor. The Resolution Applicant shall have the right (but no obligation) to revise the swap ratio in such a manner which will increase the shareholding of Public Shareholders more than the ~12% envisaged herein. Indicative table below assuming no exit from public shareholders.

Proposed	Number of Shares	Share Capital (INR Cr.)	Shareholding %	Face Value (INR)
Resolution Applicant (New shares)	3,20,00,000	32.00	88.40%	10.00
Public Shareholders	41,99,116	4.20	11.60%	10.00
Total	3,61,99,116	36.20	100.00%

4.2.5 Issuance of OCDs to Resolution Applicant

The Corporate Debtor will issue unsecured optionally convertible debentures (“OCDs”) to the Resolution Applicant as below:

PARTICULARS	INDICATIVE TERMS
Amount	INR 21.00 Cr. (Indian Rupees Twenty One Crores Only)
Face Value	The face value of OCD shall be INR 10.00
Interest	▪ The holders of OCD shall be entitled to receive interest at a coupon rate of 0.01% or such higher rate as may be approved by the Reconstituted Board of Directors. ▪ The interest shall be payable on an annual basis.
Period	▪ The OCD shall be converted/ redeemed at any time as decided by the Resolution Applicant ▪ Further, after the end of 7 years it shall be redeemed if not converted/ redeemed.
Conversion	Each OCD shall be converted into equal number of equity shares of the Company.
Redemption	The OCD shall be redeemed at an internal rate of return of 12.00%.

4.2.6 Delisting of Corporate Debtor

Corporate Debtor shall take the following steps for delisting of its equity shares in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time, read together with the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2018 issued by the SEBI on May 31, 2018 ("Delisting Regulations"):

a)

Corporate Debtor shall, as per timelines defined in clause 5.3, intimate the concerned stock exchange to delist its shares from the recognised stock exchange.

4.3 Implementation Schedule

4.4 Supervision of the Resolution Plan from the NCLT Approval Date till the Transfer Date:

5. GUARANTEES

5.1 Submission of Cash Earnest Money Deposit (“Cash EMD”)

5.2 Submission of Performance Bank Guarantee

6. MANAGEMENT AND CONTROL OF AFFAIRS OF THE CORPORATE DEBTOR

6.1 From the date of CoC Approval Date up to the NCLT Approval Date

6.2 From NCLT Approval Date up to the Transfer Date

6.3 From the Transfer Date

6.4 Amendment of the Constitutional Documents of the Corporate Debtor

6.5 Change in name of the Corporate Debtor

7. PLAN FOR REVIVAL PROPOSAL

8. OTHER RELEVANT PROVISIONS

8.1 Negotiation with the CoC and Amendments up till approval by CoC of the Resolution Plan

8.3 Assumptions and Qualifications

8.4 Survival and Severability

8.5 Further Assurances of the Financial Creditors

8.6 Remedial Actions

8.7 Declaration for compliance with the Applicable Law

9. EFFECT OF THE RESOLUTION PLAN

(b)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all Tax liabilities, claims, demands, made by, or liabilities or obligations owed or payable to or assessed or unassessed by the Central government, the State governments, any regulatory or local authority or body or any agency or instrumentality thereof or any other Governmental Authority, in relation to any dues, direct or indirect Taxes, duties (including stamp duties, value added tax, customs, octroi, excise duty, service tax, goods and service tax, provident fund contributions or payments, employee state insurance and gratuity contributions, real estate taxes or other duty or taxes of any kind), penalties, fees, interest, fines, levies, cesses, assessments or additions or any other charges or payments whatsoever (including without limitation, the direct or indirect Tax liabilities and any liabilities in relation to any consent, privilege, entitlement, exemption, benefit, licence, approval, permit, registration, ruling, exemption, no–objection certificate or other authorisation or permission granted to the Corporate Debtor or in relation to the Corporate Debtor, whether or not such consent, privilege, entitlement, exemption, benefit, licence, approval, permit, registration, ruling, exemption, no – objection certificate or other authorisation or permission is subsisting, lapsed or expired), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the financial statements of the Corporate Debtor or the list of Operational Creditors, in relation to any period prior to the NCLT Approval Date will be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Further, for avoidance of any doubt, the above shall also apply to the claims of the Unadmitted Statutory Creditors as mentioned in clause 4.5.

(c)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, any and all claims, demands, penalties, charges, fees, etc. that may be made or arising against the Corporate Debtor in relation to any payments required to be made by the Corporate Debtor in relation to any breach, contravention or non-compliance of any Applicable Law including but not limited to the property laws, labour laws i.e. the Employee State Insurance Act, the Provident Fund Act, the Payment of Bonus Act, the Contract Labour Act, the Minimum Wages Act, the Equal Remuneration Act, the Gratuity Act, etc. (whether or not such claim was notified to or claimed against the Corporate Debtor at such time, and whether or not such Government Authority was aware of such claim at such time), in relation to the period prior to the NCLT Approval Date, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

(d)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all liabilities, obligations including payment obligations of the Corporate Debtor arising out of any Proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. in respect of the Corporate Debtor, whether civil or criminal, pending before any authority, court, Tribunal or other forum prior to the NCLT Approval Date including which are already crystallised or may crystallize subsequent to the NCLT Approval Date in respect of on-going or potential Proceedings at all levels, shall stand settled and extinguished, and the Corporate Debtor shall have no liability in respect of such liabilities, obligations and payment obligations. However, all Proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. initiated by the Corporate Debtor in respect of claiming a certain amount shall remain outstanding, and the Corporate Debtor shall be entitled to pursue the same for recovery of such amounts claimed;

(e)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, any invocation or appropriation or other enforcement action or Proceedings (initiated before any forum) and all liabilities, obligations including payment obligations of the Corporate Debtor arising out of all inquiries, investigations, whether civil or criminal, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative or other Proceedings by any Person against, or in relation to, or in connection with the Corporate Debtor, pending or threatened, present or future, in relation to any period prior to the NCLT Approval Date, whether or not set out in the financial statements of the Corporate Debtor, will be deemed to have been permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(f)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, in the event any Person who has any claim(s) against the Corporate Debtor (including Financial Creditors, Operational Creditors, Other Creditors, Governmental Authorities, or otherwise) pertaining to a period prior to the NCLT Approval Date, has not submitted its claim(s) (whether or not it was aware of such claim at such time), or if the claim(s) filed by any such Person has been rejected by the Resolution Professional, then: (i) all such obligations, claims and liabilities of the Corporate Debtor (whether crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the financial statements of the Corporate Debtor); (ii) all liabilities, obligations including payment obligations of the Corporate Debtor arising out of any and all Proceedings initiated before any forum by or on behalf of any Person to enforce any rights or claims against the Corporate Debtor or enforce or invoke any security interest over the assets of the Corporate Debtor; and (iii) all claims of such Persons against the Corporate Debtor, in each case, relating to the period prior to the NCLT Approval Date, shall immediately, irrevocably and unconditionally stand extinguished and settled by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(g)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, the Corporate Debtor and its directors, key managerial personnel, officers and employees appointed after the NCLT Approval Date shall not be held liable in respect of all statutory/regulatory non-compliances having occurred prior to the NCLT Approval Date, including with respect to various provisions of Applicable Laws including but not limited to the Companies Act, 1956 and/or Companies Act, 2013 and/or the Taxation Laws and also of non-preparation and non-approval of financial statements for any of the financial years prior to the NCLT Approval Date.

(h)

With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, the Corporate Debtor and the Resolution Applicant shall be entitled to review, revisit and modify all existing contracts entered into by the Corporate Debtor prior to the NCLT Approval Date, including the contracts which are entered into with related parties of the Corporate Debtor the Corporate Debtor shall have no liability or obligation to pay the relevant counterparty to such contracts any sums payable for period prior to the NCLT Approval Date, nor shall the Corporate Debtor or the Resolution Applicant be liable to pay damages to the relevant counterparty and prior approval of the counterparties of any contract, agreement, shall not be required to be obtained for change in control / ownership / constitution of the Corporate Debtor pursuant to the terms of this Resolution Plan and all claims (whether pending, contingent or otherwise) made against the Corporate Debtor by the counterparties to such contracts / arrangements / purchase orders / work orders in relation to period up to the NCLT Approval Date shall stand settled and/or extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(i)

The cancellation of existing equity share capital of the Corporate Debtor, reduction in share capital of the Corporate Debtor, consolidation of share capital of the Corporate Debtor, increase in authorised share capital of the Corporate Debtor, appointment of statutory auditor and issuance or allotment of Equity Shares, amendment of the memorandum of association and articles of association of the Corporate Debtor, appointment of new directors on the Board of the Corporate Debtor and implementation of various other actions and matters contemplated in this Resolution Plan, shall not require any corporate action by the Corporate Debtor or any other approvals by the Corporate Debtor after approval of this Resolution Plan by the NCLT as per Section 30(2) of the IBC.

(j)

The Moratorium granted by the Hon’ble NCLT vide its order dated 14^th May 2018 shall continue till Transfer Date.

(k)

All the non-compliances (including but not limiting to violations in relation to rules and regulations made by SEBI) by the Corporate Debtor should be regularised and all penalties payable in relation to the non-compliances stand waived off.

(l)

The voting rights of the shares held by NRG and Ricoh shall be kept at abeyance till such shares are either transferred to the Resolution Applicant or cancelled as per clause 5.2.2.

(m)

This Resolution Plan is being submitted only for the Corporate Debtor. This Resolution Plan has not considered settlement of any liability of any of the Associates. The Associates shall continue to be investments of the Corporate Debtor. However, on and from the NCLT Approval Date, no liabilities of the Associates shall be treated as any liability of the Corporate Debtor or the Resolution Applicants by virtue of any arrangement, of whatsoever nature.

(n)

With effect from NCLT Approval Date, all the RoC Charges shall be deemed as satisfied and discharged and the same shall not be treated as a liability of the Corporate Debtor or the Resolution Applicant by virtue of any arrangement, of whatsoever nature.

(o)

With effect from NCLT Approval Date, any charge created, after Insolvency Commencement Date, on the cash / cash deposits / any other assets of the Corporate Debtor shall stand fully satisfied and discharged by virtue of the order of the NCLT approving this Resolution Plan.

(p)

The authorised share capital of the Corporate Debtor shall stand increased to INR 100 Cr. (Indian Rupees Hundred Crore Only) i.e. authorised shares of 10 Cr. (Ten Crores Only) with face value of INR 10 (or any amount as may be required by the Resolution Applicant) and the capital clause of the memorandum of association of the Corporate Debtor shall stand accordingly amended.

10. RELIEFS AND CONCESSIONS

For effective implementation of this Resolution Plan for the benefit of all stakeholders of the Corporate Debtor, the Hon’ble NCLT is humbly requested to kindly consider and grant the following reliefs and concessions:

10.1

that the Hon’ble NCLT be pleased to give or issue necessary directions, instructions to the Central Board of Direct Taxation (“CBDT”), Central Board of Indirect Taxes, Customs, Value Added Tax authorities, State Governments Tax authorities to grant the reliefs/exemptions/waivers from applicability of sections 79, 170 and 281 of the Income-tax Act, 1961, for the purposes of implementation of this Resolution Plan;

10.2

that the Hon’ble NCLT be pleased to give or issue necessary directions, instructions to the CBDT, Central Board of Indirect Taxes, Customs, and Value Added Tax authorities to exempt income/gain/profits, if any, arising as a result of giving effect to the Resolution Plan and from being subjected to income tax in the hands of the Corporate Debtor or the Resolution Applicant under the provisions of value added tax, customs, octroi, excise duty, service tax, goods & service tax, Income-tax Act including but not limited to any income tax and MAT liability arising on capital reduction in Corporate Debtor, consolidation of share capital of Corporate Debtor, write off/ write down of current amounts due to employees, vendors, Operational Creditors Financial Creditors, value of assets, value of inventories, etc. without any impact on brought forward tax and book loss / depreciation; and waive all liabilities whether crystallised or not in respect of Taxes (including interest and penalty) arising in respect of periods up to the NCLT Approval Date;

10.3

that the Hon’ble NCLT be pleased to give or issue necessary directions, instructions to all relevant Governmental Authorities to grant relief/concessions from payment of fees, charges, stamp duty, registration fees (including fees payable to the jurisdictional ROC) for various actions contemplated under this Resolution Plan (including capital reduction, issuance of shares, Reconstitution of Share Capital (including increase in authorised share capital), transfer of shares / NCDs / securities, Assignment of the Financial Debt, Assignment of Operational Debt, Merger of BidCo with Corporate Debtor and any other action taken to implement the Resolution Plan) and that the fees payable to the ROC in respect of amendment of memorandum of association and articles of association of the Corporate Debtor for allotment of fresh shares to the Resolution Applicant and/or its nominees and other relevant parties be waived and the ROC be directed to approve the relevant forms under the Companies Act and rules thereto without payment of fees in respect thereof;

10.3.1

that the Corporate Debtor and/or BidCo shall not be required to make any separate application before the Hon’ble NCLT under the provisions of the IBC and that the approval of this Resolution Plan by the Hon’ble NCLT shall be treated as if the necessary approvals required to have been obtained under the Companies Act, including consent of shareholders or creditors of the Corporate Debtor and applications to any other appropriate authority, as required under the Companies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with;

10.3.2

that the Reconstitution of Share Capital set out in the Resolution Plan is approved and implemented pursuant to the provisions of the IBC, specifically, Regulation 37 of the CIRP Regulations read with Section 31 of the IBC. The compliance with the provisions of the Resolution Plan and the Scheme of Arrangement shall be deemed to be in accordance with and constitute compliance with any and all provisions of law that would have otherwise applied to a similar merger or reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder; and

10.3.3

that the approval of the Hon’ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for issuance of Equity Shares and OCDs by the Corporate Debtor to the Resolution Applicant, merger of BidCo with the Corporate Debtor pursuant to the Resolution Plan, in accordance with all provisions of Applicable Law. Accordingly, no further actions and requirements (including procedural requirements for issuance of equity shares and OCDs prescribed under the Companies Act), approval, application or consent shall be necessary on the part of Corporate Debtor or from any other Person/ Governmental Authority in relation to either of these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law;

10.4

that the approval of the Hon’ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for Assignment of Financial Debt and Operational Debt as envisaged in clause 4.3. Accordingly, no further approval, application or consent shall be necessary from any Person or Governmental Authority (including Reserve Bank of India), in relation to either of these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law;

10.5

that the approval of the Hon’ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for transfer of NRG shares and RCL shares as envisaged in clause 4.3. Accordingly, no further approval, application or consent shall be necessary from any Person or Governmental Authority, in relation to these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law;

10.5.1

that the approval of the Hon’ble NCLT pursuant to Section 31 of the IBC shall for constitute due compliance with the Foreign Exchange Management Act, 1999 and rules made thereunder in relation to transfer of NRG shares and RCL shares as envisaged in clause 4.3. Accordingly, no further action on the part of Resolution Applicant and / NRG, RCL (including adherence to pricing guidelines, reporting in Form FC TRS) shall be necessary; and

10.5.2

In the event any approval/filing is required under applicable law for purposes of assignment and/or enforcement of security interest, then, upon approval of the Hon’ble NCLT pursuant to Section 31 of the IBC, such approval shall be deemed to be provided. It is hereby clarified, all the expenses, charges, fees, stamp duties to be incurred for assignment of the rights and interest as mentioned hereinabove shall be waived.

Yours faithfully,

Mr. Kalpraj Dharamshi

Address: Quest, 1073 Rajabhau Desai Marg Prabhadevi, Mumbai - 400025 E-mail address: kalpraj@dharamshi.net

On behalf of Rekha Jhunjhunwala

Address: 16-17C IL Palazzo CHS, Little Gibbs Road, Malabar Hills, Mumbai - 400006

Annexure 1

DATED FEBRUARY 16, 2019

ADDENDUM TO RESOLUTION PLAN FOR RICOH INDIA LIMITED

SUBMITTED BY:

Mr. Kalpraj Dharamshi

and

Mrs. Rekha Jhujhunwala

ADDENDUM TO RESOLUTION PLAN

To, Mr. Krishna Chamadia Resolution Professional In the matter of Ricoh India Limited B, 1805, Raheja Heights, Off General, A.K. Vaidya Marg, Dindoshi, Malad, East, Maharashtra

Dear Sir,

Subject: Addendum to Resolution Plan for Ricoh India Limited in respect of its Corporate Insolvency Resolution Process.

This is with reference to the resolution plan dated 12 February 2019 submitted by Mr. Kalpraj Dharamshi and Mrs. Rekha Jhunjhunwala for the resolution of Ricoh India Ltd. We understand that we have been declared as the Successful Applicant after voting by the CoC on our Resolution Plan. Post this we have received a request from the CoC to address certain aspects in our Resolution plan. In this context, we are submitting this addendum altering the Resolution Plan dated 12 February 2019 submitted by us. This addendum shall form an integral part of the resolution plan dated 12 February 2019 and shall be read along with the Resolution Plan. All references in the Resolution Plan to “the Resolution Plan” shall include the reference to this Addendum, wherever the context so requires.

The following shall be inserted in Clause 4.3 “Treatment of Operational Creditors (other than workmen/employees)”:

We understand that Connect Residuary Pvt Ltd has submitted a claim of INR 25.52 Cr. which has not been admitted by the RP. The Resolution Applicant proposes to pay NIL to Connect Residuary Pvt Ltd (and any other Operational Creditors whose claim does not form a part of the admitted claims in the List of Creditors) as a part of the Resolution Plan. This shall apply even if any such claims, including but limited to claim made by Connect Residuary Pvt Ltd, are admitted at a later date by RP or the Adjudicating Authority.

The table in Clause 5.3 “Implementation Schedule” should be replaced with the following:

Step	Process	Indicative Timeline (in Business Days)
17.	Identification of the Monitoring Committee for implementation of the Resolution Plan from the NCLT Approval Date up to completion of the merger	Between CoC Approval and NCLT Approval
18.	Incorporation of BidCo. by Resolution Applicant with capital by way of equity	Between CoC Approval and NCLT Approval
19.	Receipt of the certified copy of the order of the NCLT sanctioning the Resolution Plan and fulfilment of conditions prescribed, if any, by NCLT in its said order along with the scheme of merger of Corporate Debtor	X
20.	Monitoring Committee to take over control	X
21.	Corporate Debtor to inform to stock exchange regarding NCLT Order and proposed delisting plans and issue of new shares by Corporate Debtor (via reverse merger)	X+1
22.	Resolution Applicants to provide exit option letters to existing Public Shareholders as part of the delisting process as per clause 5.2.6	X+5
23.	Deemed transfer or cancellation of NRG and Ricoh shares as per clause 5.2.2	X+5
24.	Deemed assignment of claims or write up of claims of Related Party FC and Related Party OC as per clause 4.2	X+20
25.	Corporate Debtor to issue OCDs to Resolution Applicant as per clause 5.2.5	X+20
26.	Reconstitution of Share Capital of Corporate Debtor as per clause 5.2.3 and increase in authorized share capital	X+20
27.	Actions in relation to merger of BidCo with the Corporate Debtor (including issuance of equity to Resolution Applicants as per clause 5.2.4)	X+20
28.	Corporate Debtor to undertake following: f) Settlement of / Payment of CIRP dues as per clause 4.1 g) Settlement of / Payment to workmen & employee as per clause 4.4 h) Settlement of / Payment to Operational Creditors as per clause 4.3 i) Settlement of/ Payment of Financial Creditors as per clause 4.2 (including providing SBLC to Uncollateralised FC) j) Settlement of / Payment to other creditors and other stakeholders as per clause 4.5 and 4.6 clause	X+20
29.	Reconstituted Board to take over	X+20
30.	a) Payment to NRG and RCL for share transfer, if requiredb) Payment of exit price to Public Shareholdersc) Corporate Debtor to submit an application to relevant exchange for delistingd) Implementation complete	X+24
31.	Release of Performance Bank Guarantee by the CoC	X+39

The following shall be inserted in Clause 6.2: The Performance Bank Guarantee shall be released in accordance with the schedule laid out in clause 5.3.

The following shall be inserted in Clause 9.2:

In the event of any litigation continuing beyond the Escrow Period, the Escrow Period shall be automatically extended till such time such litigations are ongoing or exhaustion of amount of INR 2 Cr lying in the Escrow Account, whichever is earlier.

Yours faithfully,

Mr. Kalpraj Dharamshi

Address: Quest, 1073 Rajabhau Desai Marg Prabhadevi, Mumbai - 400025

E-mail address: kalpraj@dharamshi.net

On behalf of Mrs. Rekha Jhunjhunwala

Address: 16-17C IL Palazzo CHS, Little Gibbs Road, Malabar Hills, Mumbai - 400006

FINDINGS

“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.”