Saraswat Co-op Bank Ltd. Vs Orange Medicare and Research Centre Private Limited (NCLT Mumbai)
1. This is an Application under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the ‘the Code’) filed on 23.01.2023 by the Resolution Professional (RP) on behalf of the Committee of Creditors seeking approval of the Resolution Plan submitted by the Resolution Applicant, which is approved by 100% of the voting share of the members of the Committee of Creditors (hereinafter referred to as ‘CoC’) of the Debtor Company viz. Orange Medicare and Research Centre Private Limited (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 admission order dated 17.02.2022 of this Court in C.P.(IB)-76(MB)/2021 under Section 7 of the Insolvency and Bankruptcy Code 2016 filed by Saraswat Co-op Bank Ltd. (Financial Creditor) and Mr. Udayraj Patwardhan (Reg. No.: IBBI/IPA-001/IP-P-00024/2016-17/10057) was appointed as Interim Resolution Professional (IRP) and later on was confirmed as RP by CoC in its first meeting held on 06.04.2022.
ii. The IRP published a public announcement in Form-A on 10.03.2022 in newspapers viz. (i) ‘Sakal’ (Marathi) and (ii) ‘Times of India’ (English) inviting claims from the creditors, workers/employees of the Corporate Debtor and from government bodies. IRP constituted the Committee of Creditors (CoC) on 31.03.20122 based on the claims received by him.
iii. The RP convened second CoC meeting on 04.05.2022 wherein the CoC resolved to approve the criteria for the invitation of Expression of Interest (EoI) for submission of Resolution Plan. However, due to noncooperation of the members of the suspended board of directors of the Corporate Debtor, RP had to approach this Tribunal for appropriate directions time and again, and finally took over full control of the Corporate Debtor. Thereafter, RP published the Form G in the ‘Times of India’, ‘Sakal’ and ‘Loksatta’ newspapers on 03.06.2022.
iv. The Resolution Professional received EoIs from seven (7) eligible Prospective Resolution Applicants. Thereafter, the third CoC meeting was held on 30.06.2022 in which Request For Resolution Plan (RFRP) and Evaluation Matrix (EM) were approved by the CoC.
v. The Resolution Professional received two Resolution Plan(s) out of seven PRAs. The Resolution Applicants are – (i) Mr. Jitendra Bhandari and (ii) M/s. Sunrise Industries. It is stated by the RP that both the Resolution Plan(s) were not in compliance with the provisions of the Code. Upon the advice of the CoC, the same was conveyed to the Resolution Applicants to submit modified Resolution Plans. Thereafter, only one Applicant i.e. Mr. Jitendra Bhandari submitted modified Resolution Plan, which met the requirements of the Code as well as the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and also not in contravention of the provisions of Section 29A of the Code.
vi. The Applicant states that the proposed resolution plan contained the mandatory contents of the resolution plan as provided under Regulation 38 of IBBI (IRP for Corporate Persons) Regulations, 2016 as per the Compliance Certificate placed before the CoC.
vii. Thereafter, the CoC in its Seventh meeting held on 21st November 2022 decided that the Resolution Plan(s) be put for voting.
viii. As per the Valuation Reports of the Registered Valuers, the Average Fair Value and Liquidation Value (given in Form H) as per Regulation 35 determined are as under:
1. Average Fair Value is ₹29,63,89,890.50
2. Average Liquidation Value is ₹23,67,51,521.50
ix. After ascertaining the feasibility and viability of the resolution plan submitted by the Resolution Applicant namely, Jitendra Bhandari, the sole CoC member with 100% voting rights in favour approved the Resolution Plan. The relevant resolution is reproduced below:
“RESOLVED THAT pursuant to sub-section (4) and sub-section (6) of Section 30 of the Insolvency and Bankruptcy Code, 2016, read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons), Regulations 2016 and other applicable provisions of Insolvency and Bankruptcy Code, 2016 and rules and regulations made thereunder, the Committee of Creditors do hereby approve the modified Resolution Plan dated November 17, 2022 read with Clarification dated November 21, 2022 submitted by Mr. Jitendra Bhandari, after considering its feasibility and viability, the manner of distribution proposed by the said Resolution Applicant in the said Resolution Plan, for the insolvency resolution of Orange Medicare And Research Centre Private Limited.
RESOLVED FURTHER THAT the Committee of Creditors do hereby authorize the Resolution Professional to submit the resolution plan as approved by the Committee of Creditors before the Hon’ble Adjudicating Authority, by making necessary application under the applicable provisions of the Insolvency and Bankruptcy Code, 2016”.
x. The RP issued Letter of Intent on 25.11.2022 in favour of the successful Resolution Applicant viz. Mr. Jitendra Bhandari and asked him to submit Performance Guarantee of ₹5,00,00,000/- (Rupees Rive Crores only). Performance Guarantee was submitted on 18.01.2023 due to various reasons.
xi. In the circumstances mentioned hereinabove, the Applicant has filed the Application seeking appropriate directions of this Tribunal approving the resolution plan submitted by the Resolution Applicant i.e. Jitendra Bhandari, which is in accordance with Section 30(2) and other provisions laid down under the Code.
3. The Resolution Applicant viz. Mr. Jitendra Bhandari is an individual and veteran Businessman in Pune, with interests in multiple businesses like real estate construction, land development, etc. He is B.E. in Civil Engineering. So far, he has completed 40 land development projects. He is a designated Partner in SPV (Yuga Health & Medicare LLP) having DIN: 10025394. He is residing at Martrucharan Banglow, Plot No. 95, SN 34/2 Road 10, F-1, Tangare Nagar, Near Pragati Garden, Vidya Nagar Haveli, Pune City, Pune – 411 032.
3.1 The Resolution Applicant has confirmed that –
i. its connected persons are not disqualified under Section 29A of the Code and will continue to be not disqualified as of the Effective Date i.e. date of NCLT order approving the plan. Also, a confirmation has been given by way of an affidavit annexed along with the Resolution Plan.
ii. The Resolution Applicant or any of its related parties have not failed to implement or not contributed to the failure of implementation of any other resolution plan approved under the IBC 2016 by the Adjudicating Authority at any time in the past.
iii. the Resolution Applicant or any of its connected persons has not withdrawn from any resolution plan after its approval by the relevant committee of creditors.
iv. present Resolution Plan is not in contravention of provisions of the Applicable Laws for the time being in force and is in strict compliance with the IBC and the CIRP Regulations.
4. Resolution Plan for the Corporate Debt-or:
4.1 Summary of the Financial Proposal
The Resolution Applicant proposes to take over the management and ownership control of the Company by acquiring 100% shareholding of the Corporate Debt-or. The Resolution Applicant proposes a total consideration of ₹24,00,00,000/- (Rupees Twenty-four Crores only) to all the stakeholders to be paid within a period of 75 days from the effective date of this resolution plan and has kept ₹6,00,00,000/- (Rupees Six Crores only) for CAPEX and Margin for Working Capital for operations of the Corporate Debtor.
The structure of the payment to the stakeholders is given here under:
(Amount in Rs. Lakh)
