,,,,,
Prabhat Kumar, Member (Technical)",,,,,
1. This Application has been filed on 19.07.2021 by the Resolution Professional under Section 30(6) of the Insolvency and Bankruptcy Code, 2016",,,,,
(hereinafter referred to as the ‘the Code’) on behalf of the Committee of Creditors seeking approval of the Resolution Plan submitted by the,,,,,
Successful Resolution Applicant and approved by 100% of the voting share of the members of the Committee of Creditors (hereinafter referred to as,,,,,
‘CoC’) of the Corporate Debtor viz. Karthik Alloys Limited [CIN: U31200GA1992PLC001969] (hereinafter referred to as ‘Corporate,,,,,
Debtor’).,,,,,
2. The facts leading to the Application are as under:,,,,,
i. Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated vide an order dated 17.12.2019 of this Court in C.P.(IB)-,,,,,
2119(MB)/2019 on an application filed by Vedanth.com Worldwide Ltd. (Operational Creditor) under Section 9 of the Insolvency and Bankruptcy,,,,,
Code 2016. Mr. Anneel Saraogi (Reg. No.: IBBI/IPA-001/IP-P01320/2018-19/12009 was appointed as Interim Resolution Professional (IRP), who",,,,,
was confirmed as RP in the second CoC meeting held on 25.02.2020. The Applicant made a public announcement in the newspapers (in Kolkata and,,,,,
Goa) in Form-A on 06.01.2020 inviting claims from the creditors, workers/employees of the Corporate Debtor and from government bodies. IRP",,,,,
constituted the Committee of Creditors (CoC) based on the claims received by him and the first meeting of the CoC held on 30.01.2020.,,,,,
ii. Form G was issued on 01.03.2020 wherein five (5) Expression of Interest (EoI) were received and the last date for submission of the resolution,,,,,
plan was 23.04.2020. However, due to the pandemic situation, the Prospective Resolution Applicant could submit only part of the documents. For the",,,,,
same reason, time limit for submission of EoI was extended after seeking approval from the CoC in the Fourth CoC held on 13.07.2020 whereby the",,,,,
CoC extended the last date for submission of resolution by a further period of 30 days to be started from 14.07.2020.,,,,,
iii. The revised Form G was issued on 17.09.2020, wherein two (2) EoI i.e. from M/s. QVC Exports Pvt. Ltd. with CFM ARC as Financial Planner",,,,,
and M/s. Assam Valley Finance and Investments Private Limited were received till the last date of receipt of EoI i.e. on 02.10.2020 and thereafter,",,,,,
both the Resolution Applicant(s) submitted their Resolution Plan within the time specified in revised Form-G i.e. on 05.11.2020.,,,,,
iv. The Resolution Plan submitted by M/s. Assam Valley Finance and Investments Private Limited, one of the Resolution Applicants, was found non-",,,,,
compliance with respect to valid EMD in view of the fact bank guarantee provided as EMD had expired and was not renewed despite request by the,,,,,
Resolution Professional. The Resolution Plan submitted by other eligible Resolution Applicants i.e. QVC Exports Pvt. Ltd. was evaluated by the RP,,,,,
and after finding it compliant, the RP presented the same to the CoC for its consideration and approval by voting.",,,,,
v. After re-negotiations and alterations, the final resolution plan submitted by the Resolution Applicant viz. QVC Exports Pvt. Ltd. was approved by",,,,,
the CoC in the 20th meeting held on 13.07.2021 through e-voting by 100% of the CoC members voting in favor of the Resolution Plan. By passing,,,,,
following resolution â€",,,,,
“Resolved that, after considering the feasibility and viability of the Resolution Plan and such other requirements as specified in the appropriate sections of the",,,,,
Insolvency and Bankruptcy Code 2016 and other Regulations as specified under the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process,,,,,
for Corporate Persons) Regulations, 2016 including amendments, if any, by the Board, the Committee of Creditors, in pursuance to Sec. 30 of the Insolvency and",,,,,
Bankruptcy Code 2016 and subject to the approval of the Hon’ble National Company Law Tribunal, Mumbai Bench, hereby approves the Resolution Plan",,,,,
submitted by QVC Exports Private Limited being the Resolution Applicant.â€,,,,,
vi. The RP issued Letter of Intent on 16.07.2021 in favor of the Resolution Applicant and also sought for Performance Bank Guarantee of Rs.50,,,,,
lakhs, which was duly complied by the Resolution Applicant on 16.07.2021. Therefore, RP states that the Resolution Plan approved by the CoC is in",,,,,
compliance with the requirements of Section 30(2) of the Code.,,,,,
vii. As per the RP the Fair Value and Liquidation Value determined by the registered Valuer are as follows:,,,,,
Fair Value Rs. 22,09,52,444.00",,,,,
Liquidation Value Rs. 14,78,75,882.00",,,,,
viii. In the circumstances mentioned hereinabove, the Applicant has filed Application seeking approval of this Tribunal on the resolution plan, submitted",,,,,
by the Resolution Applicant i.e. QVC Exports Pvt. Ltd., stating that the plan is in accordance with the Section 30(2) and other provisions laid down",,,,,
under the Code.,,,,,
3. The Resolution Applicant viz. QVC Exports Private Limited (with CFM ARC as Financial Partner) is a company engaged in the business of,,,,,
Import/ Purchase of Manganese Ore across the World and cater to the Ferro Alloy Manufacturers / Manganese Traders and Exports of Ferro Alloys,,,,,
Products across the World, incorporated at Kolkata in August 2005 [CIN: U27109WB2005PTC104672] having office at 6, Dr. Meghnad Saha Sarani,",,,,,
2nd Floor, Southern Avenue, Kolkata â€" 700026. The Resolution Applicant confirmed that it is eligible to submit Resolution Plan as per Section 29A",,,,,
of Insolvency and Bankruptcy Code.,,,,,
4. The Resolution Applicant has confirmed that -,,,,,
i. its connected persons are not convicted for any offence during the preceding five years and no criminal proceedings are pending against any person.,,,,,
ii. not disqualified under Companies Act, 2013 to act as a Director.",,,,,
iii. not identified as a willful defaulter by any bank of financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank,,,,,
of India.,,,,,
iv. not debarred from accessing to, or trading in securities markets under any order or directions of the Securities and Exchange Board of India.",,,,,
5. Resolution Plan for the Corporate Debtor:,,,,,
5.1 Summary of the Financial Proposal,,,,,
The Resolution Applicant has proposed to take-over the management and ownership control of the Corporate Debtor by acquiring 100% ownership of,,,,,
the Company in the manner specified at page 31 of the Plan. The Resolution Applicant proposes a total consideration of Rs.21.726 (Rupees Twenty-,,,,,
one Crore Seventy-two Lak Six Thousand only) to all the stakeholders to be paid within a period of 18 months from the effective date of this,,,,,
resolution plan.,,,,,
The structure of the payment to the stakeholders with timeline is given hereunder:,,,,,
Particulars,Resolution Debt,"Resolution
Amount
(Rs. in Cr.)","Upfront
Amount","12Â Â Â Â
months fromÂ
NCLT
Order","18Â Â Â Â
months fromÂ
NCLT
Order
CIRP,2.178,2.178,2.178,0,0
Secured Financial
Creditors",57.370,17.321,6.321,4.000,7.000
Workmen due,0.806,0.201,0.201,0,0
Unsecured
Financial
Creditors",5.551,1.726,0,0,1.726
Statutory Dues,2.135,0,0,0,0
Operational
Creditors",18.910,0.100,0.100,0,0
DVC Dues,27.789,0.200,0.200,0,0
Total,114.739,21.726,9.000,4.000,8.726
Section   Â
of the Â
Code  /
Regulation
No.","Requirement with respectÂ
to Resolution Plan","Clause of
Resolution Plan","Compliance
(Yes / No)",,
25(2)(h),"Whether  the  Resolution
Applicant  meets Â
the  criteria approved  byÂ
the CoC having regardÂ
to the complexity and scale
of operations of business
of the CD?",,Yes,,
Section 29A,"Whether  the  Resolution
Applicant is eligible to submit
resolution plan as per final list ofÂ
Resolution Professional or
Order, if any, of the Adjudicating
Authority?",,Yes,,
Section
30(1)","Whether  the  Resolution
Applicant  has Â
submitted  an affidavit  Â
stating   that  Â
it   is
eligible?",,Yes,,
Section 30(2),"Whether the Resolution Plan-
(a) provides for the payment of
insolvency resolution process
costs?
(b)provides for the payment to the
operational creditors?
(c)provides for the payment to the
financial creditors who did not Â
vote  in  favour Â
of  the resolution plan?
(d)   provides   for   the
management of theÂ
affairs of the corporate debtor?
(e)   provides   for   the
implementation   and
supervision of theÂ
resolution plan?
(f)  contravenes  any Â
of  the provisions ofÂ
the law for the time being
in force?","Form VA Page
Nos. 20-27","Yes
Yes
Yes
Yes
Yes
No",,
Section 30(4),"Whether the Resolution Plan
(a)  is   feasible  Â
and   viable, according to the
CoC?
(b) has been approvedÂ
by the CoC with 66% voting
share?",,"Yes
Yes",,
Section 31(1),"Whether the ResolutionÂ
Plan has provisions for its effective
implementationÂ
     plan,
according to the CoC?",,Yes,,
Regulation 35 A,"Where   the   Resolution
Professional     made
    a determination if the
Corporate Debtor has beenÂ
subjected to anyÂ
transaction of the nature
covered   under   sections
43,45,50 or 66, before the one
hundred and fifteenthÂ
day of the  insolvency
commencement  date, Â
under intimation to the Board?",,"Yes, Â Â the
same was
filled  but
was filled
after    one
hundred and
fifteenth day Â
of  the
insolvency
commencement
  date
due  to Â
the spread  of
pandemic Covid-
19 and
   the
lockdown
prevailing inÂ
 the country.",,
Regulation 38 (1),"Whether the amount dueÂ
to the operational creditors
under the resolution planÂ
has been given priority in payment
over financial creditors?","Page No.60
Clause b",Yes,,
Regulation
38(1A)","Whether the resolution plan
includes a statement as to how it
has dealt with the interests of
all stakeholders?","Format VA
Page No. 27",Yes,,
Regulation
38(1B)","(i)  Whether  the Â
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   Â
so,    whether   Â
the Resolution Applicant   Â
has submitted the statement giving
details   of  such  non-
implementation?",,"NA
NA",,
Regulation 38(2),"Whether the ResolutionÂ
Plan provides:
(a) the term of the plan and its
implementation schedule?
(b) for the managementÂ
and control of theÂ
business of the
corporate  debtor Â
during  its term?
(c)Â Â Â Â adequate means for
supervising    its
implementation?","Format VA
Page No.65
Format VA
Page No.61
Clause c&d","Yes
Yes
Yes",,
38(3),"Whether the resolution plan
demonstrates that â€
(a) it addresses theÂ
cause of default?
(b) It is feasible and viable?
(c)  it  has Â
provisions  for  its
effective implementation?
(d)   it   has  Â
provisions   for
approvals  required Â
and  the timeline for the
same?
(e) the resolution applicant has
the  capability  to Â
implement the resolution plan?","Format VA
Page
No.66-67.","Yes
Yes
Yes
Yes
Yes",,
39(2),"Whether  the  RP Â
has  filed applications  Â
in   respect   of
transactions  observed, Â
found
or determined by him?",,Yes,,
Regulation 39(4),"Provide details of performance
security received, as referred to
in   sub-regulation  Â
(4A)   of regulation 36B.",,"PBG of Rs.
50,00,000/-
has  been
received on
16.07.2021,
issued by
SBI.",,
9. With the above directions, the Resolution Plan of the Applicant is approved by this Bench and accordingly IA-1657/2021 isa llowed. IA-1099/2022",,,,,
and IA-1657/2021 are disposed of, accordingly.",,,,,
