Deccan Chronicle Holdings Ltd.

Total plan funding, as printed

Resolution Applicant has given undertaking to provide Rs. 408.06 crores. Rs. 350 crores is provided for Financial Creditors and Rs. 6 crores is provided to the Operational Creditors.

Payout horizon as printed

Amount of Rs. 350 crores payable to Financial Creditors Category-A lenders in three tranches (no specific dates/timeline stated in the order).

Cirp cost treatment

The CIRP costs including payment to workmen/employees is fully covered under the Plan.

Performance security

Rs.15.00 Crores (Performance Bank Guarantee bearing No.077019IGPERO001 dated 02.01.2019, from a scheduled commercial bank in favour of Canara Bank; originally valid up to 30.06.2019, subsequently amended/renewed valid up to 30.09.2019).

Performance security instrument

BG

Units note

Financial Creditors' claims/voting table printed in absolute INR; plan-value and payment figures elsewhere stated in crores.

Financial Creditors' claims/voting table printed in absolute INR; plan-value and payment figures elsewhere stated in crores.

Body of order · 4 rows

1. Seq

   1

   Beneficiary

   Financial Creditors Category-A lenders

   Amount as printed

   350 crores

   Timing as printed

   payable in three tranches (specific dates/amounts per tranche not stated in the order)

2. Seq

   2

   Beneficiary

   Financial Creditors Category-B lenders

   Amount as printed

   proceeds from sale of non-core assets over which they hold exclusive charge (Clause 2.2 of Resolution Plan)

3. Seq

   3

   Beneficiary

   Operational Creditors

   Amount as printed

   6 crores

4. Seq

   4

   Beneficiary

   CIRP costs including workmen/employees

   Timing as printed

   fully covered under the Plan

Entity type

trust

Statutory dues

Resolution Applicant exempted from liability to pay tax arrears due by the Corporate Debtor prior to commencement of CIRP; no claim made before the RP by the Income Tax Department till date; other Government-authority tax waivers left for the Resolution Applicant to seek from the concerned authorities.

Operational creditors

Total claims of Operational Creditors admitted by the RP: Rs.154.36 crores; Resolution Professional gave an undertaking to provide Rs.6 crores to Operational Creditors.

Workmen employees

CIRP costs including payment to workmen/employees is fully covered under the Plan.

Guarantors

Clause 11.28 of the Resolution Plan seeks waiver of all Corporate Guarantee given by DCHL for the loans of other entities, including Aviotech Pvt Limited (APL); FCRPL's objection to this clause was not entertained.

Litigation carveout

Clause 3.7.2 of the Resolution Plan states that criminal proceedings against existing promoters and/or shareholders and/or Directors and/or employees of the Corporate Debtor may be continued.

Group entities

DCHL stood guarantor for loans advanced to Aviotech Pvt Limited (APL) and to Future Corporate Resources Limited (FCRL); the debts of DCHL/APL vested with Suhani Trading and Investment Consultants Private Limited (subsequently renamed Future Corporate Resources Private Limited, i.e. FCRPL) following an amalgamation order dated 18.10.2017 (CP No.756 of 2017, NCLT Mumbai Bench).

Going concern status

The Resolution Plan is for revival of the Corporate Debtor Company; the Resolution Applicant is stated to have endeavoured to maximize the value of the assets of the Corporate Debtor and preserve DCHL as a going concern.

Interim resolution professional

Karuchola Koteswara Rao

RP replaced the IRP

Yes

Rp replacement date

2018-02-08

Invitations for expressions of interest

1. Round no

   1

   Form g date

   2018-02-08

   Eoi last date

   2018-04-17

   Expressions of interest received

   11

   Final list count

   2

   Plans received

   2

   Outcome

   plan approved

Applicants considered

1. Name

   SREI Multiple Asset Investment Trust-Vision India Fund (SMAIT)

   Stage reached

   approved

   Plan value as printed

   Rs. 408.06 crores (undertaking); earlier plan dated 12.03.2018 offered FCRPL Rs.7.87 crores, reduced to Rs.3.70 crores in the final plan submitted to the Tribunal

   Vote pct

   81.39

   Outcome note

   Plan dated 11.12.2018 (revised from an earlier version dated 28.11.2018, and originally further from a plan opened in the 10th CoC meeting on 14.05.2018) approved by CoC via e-voting (13.12.2018-21.12.2018) following the 20th CoC meeting held 10.12.2018.

2. Name

   Arm Infra & Utilities Private Limited

   Stage reached

   plan_submitted

   Outcome note

   Per the RP's averment, the CoC in its 15th meeting decided its Resolution Plan be dropped from discussion/consideration; per FCRPL's competing account, it failed to submit a plan as per the RFRP and was pulled out of the bidding process.

3. Name

   Bennett Coleman & Company Ltd

   Stage reached

   final_list

   Outcome note

   Named only in FCRPL's counter as a Resolution Applicant that failed to submit a plan as per the RFRP and was pulled out of the bidding process; not mentioned in the RP's own averments.

Bidding mechanism

negotiation

Clock events

1. Kind

   extension

   Days

   90

   Reason

   CIRP period extended by 90 days beyond 180 days from 15.01.2018 on RP's application; CIRP period thus ended 14.04.2018.

2. Kind

   exclusion

   Days

   87

   Granted date

   2018-03-26

   Reason

   Tribunal allowed IA 69 of 2018, excluding the period of 87 days from 21.08.2017 to 16.11.2017 from the total CIRP period prescribed under Section 12; CIRP period then ended 10.07.2018.

3. Kind

   exclusion

   Granted date

   2018-07-20

   Reason

   NCLAT order dated 20.07.2018 in Appeal (AT)(INS) No.316 and 317 of 2017 excluded the period from 11.12.2017 till 20.07.2018 (stated as '7 months, 8 days') from the CIRP Period; CIRP period accordingly ended 15.02.2019.

1. Creditor

   Andhra Bank

   Creditor class

   financial creditor

   Voting pct

   4.57

   Vote

   not stated

   Claim admitted as printed

   3,742,273,435

2. Creditor

   Axis Bank

   Creditor class

   financial creditor

   Voting pct

   9.88

   Vote

   not stated

   Claim admitted as printed

   8,081,364,102

3. Creditor

   Canara Bank

   Creditor class

   financial creditor

   Voting pct

   10.11

   Vote

   not stated

   Claim admitted as printed

   8,271,348,319

4. Creditor

   Central Bank of India

   Creditor class

   financial creditor

   Voting pct

   1.30

   Vote

   not stated

   Claim admitted as printed

   1,061,068,746

5. Creditor

   Corporation Bank

   Creditor class

   financial creditor

   Voting pct

   2.35

   Vote

   not stated

   Claim admitted as printed

   1,922,801,475

6. Creditor

   Ganga Properties Pvt Ltd

   Creditor class

   financial creditor

   Voting pct

   0.01

   Vote

   not stated

   Claim admitted as printed

   9,243,015

7. Creditor

   Hamilton & Co. Limited

   Creditor class

   financial creditor

   Voting pct

   0.05

   Vote

   not stated

   Claim admitted as printed

   36,972,055

8. Creditor

   HDFC Bank

   Creditor class

   financial creditor

   Voting pct

   1.17

   Vote

   not stated

   Claim admitted as printed

   957,720,076

9. Creditor

   Housing Development Finance Corporation Ltd

   Creditor class

   financial creditor

   Voting pct

   1.02

   Vote

   not stated

   Claim admitted as printed

   835,232,877

10. Creditor

    ICICI Bank

    Creditor class

    financial creditor

    Voting pct

    11.66

    Vote

    not stated

    Claim admitted as printed

    9,542,619,075

11. Creditor

    ICICI Securities Limited

    Creditor class

    financial creditor

    Voting pct

    0.88

    Vote

    not stated

    Claim admitted as printed

    720,500,000

12. Creditor

    IDBI Bank

    Creditor class

    financial creditor

    Voting pct

    6.71

    Vote

    not stated

    Claim admitted as printed

    5,490,819,434

13. Creditor

    IDFC Bank

    Creditor class

    financial creditor

    Voting pct

    2.42

    Vote

    not stated

    Claim admitted as printed

    1,979,545,586

14. Creditor

    IFCI Limited

    Creditor class

    financial creditor

    Voting pct

    0.42

    Vote

    not stated

    Claim admitted as printed

    339,906,631

15. Creditor

    India Bulls Housing Finance Limited

    Creditor class

    financial creditor

    Voting pct

    2.03

    Vote

    not stated

    Claim admitted as printed

    1,658,096,289

16. Creditor

    Indian Overseas Bank

    Creditor class

    financial creditor

    Voting pct

    1.83

    Vote

    not stated

    Claim admitted as printed

    1,500,480,808

17. Creditor

    Jay Shree Tea & Industries Limited

    Creditor class

    financial creditor

    Voting pct

    0.12

    Vote

    not stated

    Claim admitted as printed

    94,595,890

18. Creditor

    Karur Vysya Bank Limited

    Creditor class

    financial creditor

    Voting pct

    0.94

    Vote

    not stated

    Claim admitted as printed

    765,811,177

19. Creditor

    Karvy financial Services Limited

    Creditor class

    financial creditor

    Voting pct

    1.19

    Vote

    not stated

    Claim admitted as printed

    976,125,457

20. Creditor

    Kotak Mahindra Bank

    Creditor class

    financial creditor

    Voting pct

    2.24

    Vote

    not stated

    Claim admitted as printed

    1,835,817,779

21. Creditor

    L&T Finance Limited

    Creditor class

    financial creditor

    Voting pct

    0.59

    Vote

    not stated

    Claim admitted as printed

    480,101,706

22. Creditor

    Life Insurance Corporation of India

    Creditor class

    financial creditor

    Voting pct

    5.68

    Vote

    not stated

    Claim admitted as printed

    4,647,339,462

23. Creditor

    Pegasus Asset Reconstruction Pvt Ltd

    Creditor class

    financial creditor

    Voting pct

    3.02

    Vote

    not stated

    Claim admitted as printed

    2,469,096,892

24. Creditor

    Photon Infotech Pvt. Ltd.

    Creditor class

    financial creditor

    Voting pct

    0.11

    Vote

    not stated

    Claim admitted as printed

    93,452,711

25. Creditor

    Religare Finvest Limited

    Creditor class

    financial creditor

    Voting pct

    1.74

    Vote

    not stated

    Claim admitted as printed

    1,424,401,462

26. Creditor

    Suhani Trading and Investment Consultants Private Limited

    Creditor class

    financial creditor

    Voting pct

    3.91

    Vote

    for

    Claim admitted as printed

    3,200,265,453

27. Creditor

    SBI Pension Funds Private Limited (Central Govt. Scheme)

    Creditor class

    financial creditor

    Voting pct

    0.21

    Vote

    not stated

    Claim admitted as printed

    170,920,548

28. Creditor

    SBI Pension Funds Private Limited (State Govt. Scheme)

    Creditor class

    financial creditor

    Voting pct

    0.21

    Vote

    not stated

    Claim admitted as printed

    170,920,548

29. Creditor

    SREI Infrastructure Finance Limited

    Creditor class

    financial creditor

    Voting pct

    3.63

    Vote

    not stated

    Claim admitted as printed

    2,969,373,143

30. Creditor

    Softlink Merchants Private Limited

    Creditor class

    financial creditor

    Voting pct

    0.01

    Vote

    not stated

    Claim admitted as printed

    9,118,220

31. Creditor

    State Bank of India

    Creditor class

    financial creditor

    Voting pct

    1.11

    Vote

    not stated

    Claim admitted as printed

    906,745,682

32. Creditor

    Tata Capital Financial Services Limited

    Creditor class

    financial creditor

    Voting pct

    2.23

    Vote

    not stated

    Claim admitted as printed

    1,827,162,573

33. Creditor

    The Jammu & Kashmir Bank Limited

    Creditor class

    financial creditor

    Voting pct

    1.03

    Vote

    not stated

    Claim admitted as printed

    842,289,000

34. Creditor

    Unilazer Ventures Private Limited

    Creditor class

    financial creditor

    Voting pct

    0.45

    Vote

    not stated

    Claim admitted as printed

    364,438,487

35. Creditor

    UV Asset Reconstruction Co. Limited

    Creditor class

    financial creditor

    Voting pct

    14.59

    Vote

    not stated

    Claim admitted as printed

    11,932,096,653

36. Creditor

    V Shankar

    Creditor class

    financial creditor

    Voting pct

    0.56

    Vote

    not stated

    Claim admitted as printed

    457,763,839

37. Creditor

    Vidhi Sales Private Limited

    Creditor class

    financial creditor

    Voting pct

    0.02

    Vote

    not stated

    Claim admitted as printed

    18,629,726

38. Creditor

    TOTAL

    Creditor class

    financial creditor

    Voting pct

    100

    Vote

    not stated

    Claim admitted as printed

    81,806,458,331

Business & treatment of stakeholders

Reorganization of Share Capital as stated in Clauses 11.14 to 11.16 of the Resolution Plan granted to the Resolution Applicant.

1. Seq

   1

   Relief

   Financial Creditors Category-B lenders authorized to deal with respective assets of the Corporate Debtor over which they hold exclusive charge, including causing sale of such assets and appropriating sale proceeds (Clause 2.2 of the Resolution Plan)

   Category

   other

   Disposition

   granted

   Reason

   The plan can be approved by granting this relief.

2. Seq

   2

   Relief

   Exemption from payment of stamp duty arising in implementation of the Plan, including stamp duty on transfer of immovable properties (Clause 11.3)

   Category

   stamp_duty

   Disposition

   deferred_to_authority

   Reason

   It is open to the Resolution Applicant to approach the appropriate authority seeking exemption, and that authority is to consider the waiver as per law.

3. Seq

   3

   Relief

   Direction to Financial Creditors to withdraw all suits, arbitration or other proceedings filed against the Corporate Debtor for recovery of money (Clause 11.4)

   Category

   litigation_immunity

   Disposition

   granted

   Reason

   This relief can also be granted in favour of the Resolution Applicant.

4. Seq

   4

   Relief

   Stop investigation by CBI or SFIO (Clause 11.5)

   Category

   other

   Disposition

   declined

   Reason

   This relief cannot be granted as it is against law; if any fraud is involved in the affairs of the Corporate Debtor prior to commencement of CIRP, any required investigation cannot be prohibited. However, the Resolution Applicant is not concerned with any investigation prior to commencement of CIRP.

5. Seq

   5

   Relief

   Relief claimed under Clause 11.6 of the Resolution Plan

   Category

   other

   Disposition

   granted

   Reason

   The relief claimed in Clause 11.6 can also be granted.

6. Seq

   6

   Relief

   Order deeming proceedings in CA 144/CI/2014 in CP No.3/2014 to be abated (Clause 11.7)

   Category

   litigation_immunity

   Disposition

   declined

   Reason

   This relief cannot be granted while approving the Resolution Plan; it is open to the Resolution Applicant to move the concerned court and seek appropriate relief.

7. Seq

   7

   Relief

   Relief prayed under Clause 11.9 of the Resolution Plan

   Category

   other

   Disposition

   granted

   Reason

   The relief prayed in Clause 11.9 can be granted in favour of the Resolution Applicant.

8. Seq

   8

   Relief

   Reliefs specifically claimed in Clauses 11.11 to 11.16 of the Plan (including reorganization of Share Capital under Clauses 11.14-11.16)

   Category

   other

   Disposition

   granted

   Reason

   The Resolution Plan can be approved subject to the reliefs specifically claimed in Clause 11.11 to 11.16 of the Plan.

9. Seq

   9

   Relief

   Direction to permit use of the brand name/trademark of the Corporate Debtor (Clause 11.12)

   Category

   other

   Disposition

   conditional

   Reason

   An Application claiming exclusive right over the brand name/trademarks of the Corporate Debtor was pending; subject to the result of that Application, the Resolution Applicant is entitled to use the brand name/trademark.

10. Seq

    10

    Relief

    Waiver/exemption of Income Tax claim (Clause 11.13)

    Category

    tax

    Disposition

    granted

    Reason

    No claim has been made before the RP by the IT Department till date; the Resolution Applicant has nothing to do with tax liability crystallized prior to commencement of CIRP and is exempted from liability to pay tax arrears due by the Corporate Debtor prior to commencement of CIRP.

11. Seq

    11

    Relief

    Other tax waivers due to Government authorities (beyond Clause 11.13)

    Category

    tax

    Disposition

    deferred_to_authority

    Reason

    It is for the Resolution Applicant to approach the concerned authorities seeking waiver, and the authorities concerned may consider the request.

12. Seq

    12

    Relief

    Waiver of all Corporate Guarantee given by DCHL for loans of other entities, including Aviotech Pvt Limited (APL) (Clause 11.28)

    Category

    guarantees

    Disposition

    granted

    Reason

    FCRPL's objection seeking deletion of Clause 11.28 was not entertained because FCRPL, a CoC member, had voted in favour of the Resolution Plan which was approved with 81.39% voting share; no relief could be granted as prayed by FCRPL.

13. Seq

    13

    Relief

    (all reliefs, en bloc)

    Disposition

    deferred_to_authority

    Reason

    The Resolution Applicant is seeking some more reliefs contained in Clause 11 apart from the reliefs discussed above; wherever necessary, relief can be dealt with by any Government authority, and the Resolution Applicant has to approach the concerned authority and seek waiver in pursuance of approval of the Plan.

1. Objector

   M/s Future Corporate Resources Private Limited (FCRPL)

   Objector class

   financial_creditor

   Ground

   Sought deletion of Clause 11.28 (and related clauses) waiving Corporate Guarantee given by DCHL for the APL/Aviotech Pvt Limited loan; sought recognition as a Secured Creditor per the Tribunal's earlier order dated 17.07.2018 in IA No.224 of 2018; alleged no explanation given for differential treatment (offered Rs.3.70 crores against an admitted claim of Rs.325.00 crores); sought amendment of Schedule 5A to show it as Secured Creditor for FC Category-B; sought a detailed list of properties to be transferred and no-objection certificates from CoC members holding a charge/claim on those properties.

   Ia number

   IA No. 66 of 2019 (counter/objection filed within)

   Disposition

   dismissed

   Effect on approval

   Objection not entertained; the Tribunal held it was not open to FCRPL, having voted in favour of the Resolution Plan as a CoC member, to now seek deletion of Clause 11.28; plan approved as filed.

1. Date

   2018-12-10

   What

   In the 20th CoC meeting, the CoC directed the Resolution Applicant (SMAIT) to reconsider certain points and submit a revised Resolution Plan for reconsideration by 11.12.2018.

Approval conditional on external order

Yes

External order ref

Pending Application claiming exclusive right over the brand name/trademarks of the Corporate Debtor; the Resolution Applicant's entitlement to use the brand name/trademark under Clause 11.12 is subject to the result of that Application.

Appellate history

NCLAT order dated 20.07.2018 in Appeal (AT)(INS) No.316 and 317 of 2017 excluded the period from 11.12.2017 to 20.07.2018 (7 months, 8 days) from the CIRP period of this case.

Precedents cited

1. Case

   Swiss Ribbons Pvt Ltd & Anr Vs Union of India & Ors (Writ Petition (Civil) No.99 of 2018)

   Proposition

   The Resolution Professional is only a facilitator of the Resolution Process, whose administrative functions are overseen by the CoC and the Adjudicating Authority (paras 58, 59, 61).

2. Case

   Arcelormittal India Private Limited V/s Satish Kumar Gupta & Ors (Civil Appeal Nos.9402-9405 of 2018, dated 4.10.2018)

   Proposition

   The RP is not required to take any decision but merely to ensure plans are complete before placement before CoC; RP must confirm the plan does not contravene the law including Section 29A; Section 30(2)(e) does not empower the RP to decide contravention of law (para 77).

3. Case

   K. Sashidhar V/s Indian Overseas Bank & Ors (Civil Appeal Nos.10673 of 2018, dated 05.02.2019)

   Proposition

   Section 30(4) power is coupled with a duty of utmost care, caution and reason; fullest attempt should be made to revive the Corporate Debtor rather than mechanically shove it to liquidation (paras 41 & 44).

4. Case

   State Bank of India v MOR Farms Private Limited (NCLT Chandigarh, dated 15.06.2018)

   Proposition

   Approved waiver of un-crystallized tax/statutory dues for periods previous to approval of the Resolution Plan that may arise in future.

5. Case

   State Bank of India v Calyx Chemicals & Pharmaceuticals Limited (NCLT Mumbai Bench, dated 16.04.2019)

   Proposition

   Exemption of government liabilities/statutory dues should be restricted to those ascertained and crystallized as on the date CIRP commenced; taxes levied post-moratorium due to CIRP commencement may be considered for waiver (para 12).

6. Case

   Union Bank of India v Star Agro Marine Exports Private Limited (NCLT Chennai Bench, dated 11.03.2019)

   Proposition

   Statutory dues in the nature of operational debts can be entirely waived off if the assets of the Corporate Debtor are insufficient to meet the value payable to operational creditors under the Section 53 liquidation waterfall; Regulation 37 permits a plan curing/waiving breach of debt terms if compliant with Section 30(2) (para 9).

7. Case

   Commissioner of Income Tax Vs Monnet Ispat & Energy

   Proposition

   Provisions of the IBC have an overriding effect over all existing laws which are in conflict with the IBC, 2016.

Judicial observations

1. It is not open to FCRPL to ask for deletion of the Clause 11.28 from the Resolution Plan because it has voted in favour of the Resolution Plan. Without going into the merits of the objections raised by FCRPL, the objection cannot be entertained on the simple ground, it has voted in favour of the Resolution Plan. (p.25-26)
2. This relief cannot be granted as it is against law. If any fraud is involved in the affairs of Corporate Debtor prior to commencement of CIRP, if any investigation is required, the same cannot be prohibited as the same is against law. (p.24)

Companies named in the order

1. Deccan Chronicle Holdings Limited

Order date

2019-06-03