Approval of Resolution Plan - ED & Tech International Limited

SL. No.6 NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH COURT HALL NO: II Hearing Through: VC and Physical (Hybrid) Mode CORAM: SHRI.RAJEEV BHARDWAJ– HON’BLE MEMBER (J) CORAM: SHRI.SANJAY PURI, - HON’BLE MEMBER (T) ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, HYDERABAD BENCH, HELD ON 04.01.2024 AT 10:30 AM TRANSFER PETITION NO.

COMPANY PETITION/APPLICATION NO. IA (IBC)/1840/2023 in Company Petition IB/120/2022 NAME OF THE COMPANY ED & Tech International Ltd NAME OF THE PETITIONER(S) Lasya Properties NAME OF THE RESPONDENT(S) ED & Tech International Ltd UNDER SECTION 7 of IBC

Order

IA (IBC)/1840/2023 Resolution plan is approved.

Sd/- Sd/- MEMBER (T) MEMBER (J)

Apoorva

IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH – II IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 u/s. 30(6) of IBC, 2016

In the matter of M/S. ED & TECH INTERNATIONAL LIMITED

Ms. Mummaneni Vazra Laxmi, Resolution Professional of M/s. ED & Tech International Limited, R/o. Flat No.503, Sree Adity Land Mark, Rajbhavan Road, Somajiguda, Hyderabad – 500 082. ….Applicant / Resolution Professional In the matter of: M/s. Lasya Properties, 7-2-1787/1, Czech Colony, Sanathnagar, Ameerpet, Hyderabad. .... Financial Creditor Vs. M/s. ED & Tech International Limited Flat No.104, Lumbini Enclave, Punja Gutta, Hyderabad – 500 072. ....Corporate Debtor

Date of Order: 04.01.2024 CORAM: Hon’ble Sri Rajeev Bhardwaj, Member (Judicial) Hon’ble Sri Sanjay Puri, Member (Technical)

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024

Counsels present: For the Applicant : Ms. Mummaneni Vazra Laxmi, RP Heard on : 23.11.2023

PER: BENCH ORDER

1. This Application is filed by the Resolution Professional (RP) of the Corporate Debtor M/s ED & Tech International Limited under Section 30(6) of IBC, 2016 r/w Regulation 39(4) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, seeking approval of the Resolution Plan submitted by the Consortium of M/s. Kiot Innovations Private Limited and M/s. PTG Ventures Private Limited, Successful Resolution Applicant (SRA), duly approved by the Committee of Creditors (CoC) with 100% voting.

Brief facts of the Application: 2. The initiation of the Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor was ordered1 by this Tribunal on 25.05.2023, and the Applicant was appointed as an Interim Resolution Professional (IRP). Following this, the IRP issued public announcement on 04.06.2023 inviting claims from Creditors and after verification of the claims, prepared the List of Creditors and constituted the Committee of Creditors (CoC) and the same was filed before this Tribunal.

3. The CoC in its 1st meeting2 held on 04.07.2023, confirmed the Applicant IRP as Resolution Professional (RP). Pursuant to which, the RP admitted the claims submitted by M/s. Play Motion Private Limited, the Financial Creditor and National Stock Exchange Limited, the Operational Creditor

1 Pg 22-29 of the Application 2 Pg 30-42 of the Application

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 and revised the constitution of CoC as detailed below and the same was reported to this Tribunal.

Revised List of Creditors: S.No. Name of the Creditor Nature of Claim Amount Claim Amount admitted (Rs.) (Rs.) 01 Lasya Properties Financial 1,71,58,000 1,71,58,000 02 People Tech IT Financial 2,01,58,100 2,01,58,100 Consultancy Pvt Ltd. 03 Play Motion Private Financial 1,23,77,455 1,23,77,455 Limited 04 National Stock Operational 12,18,899 12,18,899 Exchange Limited

Reconstituted CoC: S.No. Name of the Creditor Nature of Claim % of Voting Claim Amount (Rs.) 01 Lasya Properties Financial 1,71,58,000 34.53 02 People Tech IT Financial 2,01,58,100 40.57 Consultancy Pvt Ltd. 03 Play Motion Private Financial 1,23,77,455 24.90 Limited Total : 4,96,93,555 100

4. Following the directions of CoC in its 2nd meeting3 held on 19.07.2023, the RP published Form-G on 07.08.2023 inviting4 the Expression of Interest (EoI) from the Prospective Resolution Applicants (PRAs) for submission of Resolution Plan for the Corporate Debtor. In response, RP received 5 EoIs and 4 of them were shortlisted: a. Pamuru Venkata Sreekanth Reddy b. Ratakonda Vivek Kumar c. PTG Ventures Private Limited d. Consortium of Kiot Innovations and PTG Ventures Pvt Ltd.

3 Pg 43-51 of the Application 4 Pg 52-53 of the Application

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 Out of the above four PRAs, the following two PRAs submitted their Resolution Plans before the due date i.e. 06.10.2023: a. PTG Ventures Private Limited b. Consortium of M/s. Kiot Innovations Private Limited and M/s. PTG Ventures Private Limited

5. The RP apprised the CoC members in its 4th meeting5 held on 11.10.2023 about the salient features and certain shortfalls in the Resolution Plans and was also informed the PRAs to submit their compliant Resolution Plans and accordingly PRAs submitted the Resolution Plans on 29.10.2023. After checking the compliance of the Resolution Plans, the CoC in its 5th meeting6 held on 06.11.2023 approved the Resolution Plan submitted by the Consortium of M/s. Kiot Innovations and M/s. PTG Ventures Private Limited with 100% voting. The Successful Resolution Applicant (SRA) Consortium of M/s. Kiot Innovations and M/s. PTG Ventures Private Limited submitted the Performance Security for 15% of the Resolution Plan amount in the form of Demand Draft7 vide DD No.007531 dated 17.11.2023.

6. The salient features of the approved Resolution Plan8 submitted by the SRA are furnished hereunder: S.No. Outstanding dues in Amount of Total Timeline order of priority as Claim amount per Section 53 of IBC admitted by offered 2016 RP (Rs.) (Rs.) 1 CIRP costs 10,00,000 10,00,000 Within 60 days (estimated) from the NCLT order. 2 Debts due to Within 60 days Operational Creditors 12,18,899 12,18,899 from the NCLT other than employees order. and workmen.

5 Pg 66-70 of the Application 6 Pg 71-95 of the Application 7 Pg 205-207 of the Application 8 Pg 99-204 of the Application.

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 3 Debts due to Financial 4,96,93,555 4,96,93,555 i. Cash Creditors (unrelated component of FC). Rs.2 crores within 60 days from the effective date. ii. Rs.1.5 crores after 60 days within 90 days from the effective date. iii. Rs.1,46,93,555 after 90 days and before 120 days from the effective date. 4 Payments to related Nil Nil ---unsecured Financial Creditors. 5 Others Nil Nil --- Total : 5,19,12,554 5,19,12,554

7. It is submitted that the examination of the Resolution Plan in terms of Section 30 of the IBC 2016 and in terms of Regulation 37 & 38 of the Insolvency and Bankruptcy Board of India (Corporate Insolvency Resolution Process) Regulations, 2016 (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 was conducted as detailed in the Application.9

8. RP submitted that as per Section 31 of IBC 2016 the approved Resolution Plan shall be binding on the Corporate Debtor and its employees, members, creditors including the Central Government, any State Government or any Local Authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as Authorities to whom Statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan.

9 Pg 13-18 of the Application

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 9. RP submitted the Form H10 Compliance Certificate under Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 confirming the compliance of various Regulations of IBC.

10. With the above facts, it is prayed that the Resolution Plan submitted by Consortium of M/s. Kiot Innovations Private Limited and M/s. PTG Ventures Private Limited be approved, and an order passed to discharge or provide immunity from all the liabilities/disputes/proceedings/ penalties/suits /attachments/cases whether civil or criminal filed against the CD whether accounted or unaccounted, known or unknown, crystallized or not, on payment of the agreed consideration by Resolution Applicant and the waiver/concessions/grants requested by the Resolution Applicant be granted.

The Decision: 11. We have carefully considered the submissions made by the Applicant RP and also gone through the entire record.

12. Therefore, we are of the view that the instant Resolution Plan satisfies the requirements of Section 30 (2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. We also found that the Resolution Applicant is eligible to submit the Resolution Plan under Section 29A of the Code.

13. We therefore, hereby approve the Resolution Plan dated 27.10.2023 submitted by Consortium of M/s. Kiot Innovations Private Limited and M/s. PTG Ventures Private Limited, along with annexures, schedules forming part of the Resolution Applicant annexed to the Application and order as under: i. The Resolution Plan along with annexures and schedules forming part of the plan shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State

10 Pg 208-216 of the Application

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

ii. All crystallized liabilities and unclaimed liabilities of the Corporate Debtor as on the date of this order shall stand extinguished on the approval of this Resolution Plan.

iii. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/ liabilities of the Corporate Debtor and shall be dealt with by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned as held by Hon’ble Supreme Court in the matter of Ghanashyam Mishra And Sons Private Limited Versus Edelweiss Asset Reconstruction Company Limited in Civil Appeal No.8129 of 2019 dated 13.04.2021.

iv. It is hereby ordered that the Performance Bank Guarantee furnished by the Resolution Applicant shall remain as performance Bank Guarantee till the amount proposed to be paid to the creditors under this plan is fully paid off and the plan is fully implemented.

v. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC) Hyderabad for information and record. The Successful Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

vi. Henceforth, no creditors of the erstwhile Corporate Debtor can claim anything other than the liabilities referred to supra.

IA No.1840 of 2023 in CP(IB) No.120/7/HDB/2022 Date of Order : 04.01.2024 vii. The moratorium under Section 14 of the Code shall cease to have effect from this date.

viii. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this order for information.

ix. The Applicant shall forthwith send a copy of this order to the CoC and the Resolution Applicant.

x. The Registry is directed to furnish free copy to the parties as per Rule 50 of the NCLT Rules, 2016.

xi. The Registry is directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master data and also forward a copy to IBBI.

14. Accordingly, IA 1840 of 2023 in CP No.120/7/HDB/2022 stands disposed of.

Sd/- Sd/- (SANJAY PURI) (RAJEEV BHARDWAJ) MEMBER (TECHNICAL) MEMBER (JUDICIAL)

VL