Speed-O-Controls Private Limited vs Darr Media Private Limited

Section 30(2) of the Code

FORM H COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016)

I, Paresh Chandulal Mehta, an insolvency professional enrolled with Insolvency Professional Agency of Institute of Cost Accountants of India and registered with the Board with registration number IBBI/IPA-003/IP-N00099/2017-2018/11008, am the resolution professional for the corporate insolvency resolution process (CIRP) of Dar Media Private Limited (CD)

2.

The details of the CIRP are as under:

Sl. No.	Particulars	Description

1	Name of the CD	Dar Media Pvt. Ltd.
2	Date of Initiation of CIRP	06/05/2022 (Order Recd. On 12/05/2022)
3	Date of Appointment of IRP	12/05/2022
4	Date of Publication of Public Announcement	15/05/2022
5	Date of Constitution of CoC	05/06/2022
6	Date of First Meeting of CoC	12/06/2022
7	Date of Appointment of RP	12/06/2022
8	Date of Appointment of Registered Valuers	26/06/2022
9	Date of Issue of Invitation for EoI	26/07/2022
10	Date of Final List of Eligible Prospective Resolution Applicants	13/09/2022
11	Date of Invitation of Resolution Plan	23/01/2023
12	Last Date of Submission of Resolution Plan	29/01/2023
13	Date of Approval of Resolution Plan by CoC	31/01/2023
14	Date of Filing of Resolution Plan with Adjudicating Authority	02/01/2023
15	Date of Expiry of 180 days of CIRP	05/11/2022
16	Date of Order extending the period of CIRP	06/01/2023
17	Date of Expiry of Extended Period of CIRP	03/02/2023
18	Fair Value	Rs. 401884/- (By Valuer 1) Rs. 339603/- (By Valuer 2)
19	Liquidation value	Rs. 401884/- (By Valuer 1) Rs. 339603/- (By Valuer 2)
20	Number of Meetings of CoC held	7 (Seven)

3.

I have examined the Resolution Plan received from Resolution Applicant Speed-O-Control Pvt. Ltd. and approved by Committee of Creditors (CoC) of Dar Media Pvt. Ltd.

4.

I hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii)

the Resolution Applicant Speed-O-Control has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii)

the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100 % of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

(iv)

The voting was held in the meeting of the CoC on 31/01/2023 where all the members of the CoC were present.

5.

The list of financial creditors of the CD Dar Media Private Limited being members of the CoC and distribution of voting share among them is as under:

Sl. No.	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Dissented / Abstained)
1	Speed-O-Control Private Limited	100%	Voted for Resolution Plan

NIL

6.

The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder.

7.

The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs. lakh)

Sl. No.	Category of Stakeholder*	Sub-Category of Stakeholder	Amount Claimed	Amount Admitted	Amount Provided under the Plan#	Amount Provided to the Amount Claimed (%)
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1	Secured Financial Creditors	(a) Creditors not having a right to vote under sub-section (2) of section 21	NIL	NIL	NIL	NIL
		(b) Other than (a) above: (i) who did not vote in favour of the resolution Plan	NIL	NIL	NIL	NIL

		(ii) who voted in favour of the resolution plan	NIL	NIL	NIL	NIL
		Total[(a) + (b)]	NIL	NIL	NIL	NIL
2	Unsecured Financial Creditors	(a) Creditors not having a right to vote under sub-section (2) of section 21	NIL	NIL	NIL	NIL
		(b) Other than (a) above:
		(i) who did not vote in favour of the resolution Plan	NIL	NIL	NIL	NIL
		(ii) who voted in favour of the resolution plan	74691095	74691095	1082475	1.45%
		Total[(a) + (b)]	74691095	74691095	1082475	1.45%
3	Operational Creditors	(a) Related Party of Corporate Debtor	NIL	NIL	NIL	NIL
		(b) Other than (a) above:
		(i) Government	NIL	NIL	NIL	NIL
		(ii) Workmen	NIL	NIL	NIL	NIL
		(iii) Employees	NIL	NIL	NIL	NIL
		(iv) Unrelated party	25277837	25277837	100000	0.40%
		Total[(a) + (b)]	25277837	25277837	100000	0.40%
4	Other debts and dues	NIL	NIL	NIL	NIL	NIL
Grand Total			99968932	99968932	1182475	1.18%

*If there are sub-categories in a category, please add rows for each sub-category.

Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV.]

8.

The interests of existing shareholders have been altered by the Resolution plan as under:

Sl. No	Category of Share Holder	No. of Shares held before CIRP	No. of Shares held after the CIRP	Voting Share (%) held before CIRP	Voting Share (%) held after CIRP
1	Equity	12545153	0	100	0
2	Preference	45458500	0	100	0
3

9.

The compliance of the Resolution Plan is as under:

Section of the Code /Regulation No.	Requirement with respect to Resolution Plan	Clause of Resolution Plan	Compliance (Yes / 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?	Chapter I, Pg. 1 and Financial Statements submitted with EOI	Yes
Section 29A	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?	Annex-3 of the Plan	Yes
Section 30(1)	Whether the Resolution Applicant has submitted an affidavit stating that it is eligible?	Annex-3 of the Plan	Yes
Section 30(2)	Whether the Resolution Plan-
	provides for the payment of insolvency resolution process costs?	Clause B, Chapter III, at pg. 4 Clause 3.3, Chapter IV at pg. 9	Yes
	provides for the payment to the operational creditors?	Clause B, Chapter III, at pg. 4 Clause 3.4 to 3.6, Chapter IV at pg. 9-10	Yes

Section of the Code /Regulation No.	Requirement with respect to Resolution Plan	Clause of Resolution Plan	Compliance (Yes / No)
	provides for the payment to the financial creditors who did not vote in favour of the resolution plan?	Clause B, Chapter III, at pg. 4 Clause 3.7, Chapter IV at pg. 10	Yes
	provides for the management of the affairs of the corporate debtor?	Chapter VII at Pg. 24-25	Yes
	provides for the implementation and supervision of the resolution plan?	Chapter X, pg. 34-35	Yes
	contravenes any of the provisions of the law for the time being in force?	Clause F, Chapter III, Pg. 6	Yes
Section 30(4)	Whether the Resolution Plan		Yes
	- is feasible and viable, according to the CoC?	Ref. Minutes of 7th CoC Meeting	Yes
	- has been approved by the CoC with 66% voting share?	Ref. Minutes of 7th CoC Meeting	Yes
Section 31(1)	Whether the Resolution Plan has provisions for its effective implementation, according to the CoC?	Ref. Minutes of 7th CoC Meeting Chapter VII at Pg. 24-25 Chapter X, pg. 34-35	Yes
Regulation 35A	Whether the resolution professional made a determination if the corporate debtor has been subjected to any transaction of the nature covered under sections 43, 45, 50 or 66, before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?	Not Applicable	Not Applicable
Regulation 38 (1)	Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors?	Clause B, Chapter III, at pg. 4 Clause 3.4 to 3.6, Chapter IV at pg. 9-10	Yes
Regulation 38(1A)	Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders?	Chapter V, Pg. 12-20	Yes

Section of the Code /Regulation No.	Requirement with respect to Resolution Plan	Clause of Resolution Plan	Compliance (Yes / No)
Regulation 38(1B)	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.	Clause H, Chapter III, pg. 7	Yes
	If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?	Not Applicable	Not Applicable
Regulation 38(2)	Whether the Resolution Plan provides:
	the term of the plan and its implementation schedule?	Chapter XI, Pg. 36-38	Yes
	adequate means for supervising its implementation?	Chapter X, pg. 34-35	Yes
Regulation 38(3)	Whether the resolution plan demonstrates that –
	it addresses the cause of default?	Chapter XIII, Pg. 42	Yes
	it is feasible and viable?	Ref. Minutes of 7th CoC Meeting
	it has provisions for its effective implementation?	Chapter VII at Pg. 24-25 Chapter X, pg. 34-35 Chapter VI, Pg. 21-25
	it has provisions for approvals required and the timeline for the same?	Chapter XI, Pg. 36-38
	the resolution applicant has the capability to implement the resolution plan?	Chapter I, Pg. 1 and Financial Statements submitted with EOI
39(2)	Whether the RP has filed applications in respect of transactions observed, found or determined by him?	Not Applicable	Not Applicable
Regulation 39(4)	Provide details of performance security received, as referred to in sub-regulation (4A) of regulation 36B.	Not Applicable	Yes (Performance Security of 2 % of amount receivable financial creditors by

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

10.

The CIRP has been conducted as per the timeline indicated as under:

Section of the Code / Regulation No.	Description of Activity	Latest Timeline under regulation 40A	Actual Date
Section 16(1)	Commencement of CIRP and Appointment of IRP	T	12/05/2022
Regulation 6(1)	Publication of Public Announcement	T+3	15/05/2022
Section 15(1)(c) /Regulation 12 (1)	Submission of Claims	T+14	26/05/2022
Regulation 13(1)	Verification of Claims	T+21	30/05/2022
Section 26(6A) / Regulation 15A	Application for Appointment of Authorised Representative, if necessary	T+23	NO
Regulation 17(1)	Filing of Report Certifying Constitution of CoC	T+23	06/06/2022
Section 22(1) and regulation 17(2)	First Meeting of the CoC	T+30	12/06/2022
Regulation 35A	Determination of fraudulent and other transactions	T+115	24/07/2022
Regulation 27	Appointment of two Registered Valuers	T+47	26/07/2022
Regulation 36 (1)	Submission of Information Memorandum to CoC	T+54]	26/06/2022
Regulation 36A	Invitation of EoI	T+75	26/07/2022
	Publication of Form G	T+75	26/07/2022
	Provisional List of Resolution Applicants	T+100	03/09/2022
	Final List of Resolution Applicants	T+115	13/09/2022
Regulation 36B	Issue of Request for Resolution Plan, which includes Evaluation Matrix and Information Memorandum to Resolution Applicants	T+105	23/01/2023
Section 30(6) / Regulation 39(4)	Submission of CoC approved Resolution Plan	T+165	02/02/2022
Section 31(1)	Approval of Resolution Plan	T=180

11.

The time frame proposed for obtaining relevant approvals is as under:

Sl. No.	Nature of Approval	Name of applicable Law	Name of Authority who will grant Approval	When to be obtained
1

2
3

12.

The Resolution Plan is not subject to any contingency.

13.

Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/ non-compliances were observed, please state the details and reasons for the same): NOT APPLICABLE

Sl. No.	Deviation/Non-compliance observed	Section of the Code / Regulation No. / Circular No.	Reasons	Whether rectified or not
1
2
3

14.

The Resolution Plan is being filed 1 days before the expiry of the period of CIRP provided in section 12 of the Code.

14A. Whether the resolution professional has, in accordance with regulation 35A,-

- (a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency commencement date: No - (b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: Yes

15 Provide details of section 66 or avoidance application filed / pending.

Sl. No.	Type of Transaction	Date of Filing with Adjudicating Authority	Date of Order of the Adjudicating Authority	Brief of the Order
1	Preferential transactions under section 43	NO
2	Undervalued transactions under section 45	NO
3	Extortionate credit transactions under section 50	NO
4	Fraudulent transactions under section 66	NO

15A. The committee has approved a plan providing for contribution under regulation 39B as under:

- a. Estimated liquidation cost: Rs NO - b. Estimated liquid assets available: Rs NO

“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.”