Approval of Resolution Plan - Zicom Saas Pvt. Ltd.

Per Shri Chandra Bhan Singh, Member (Technical) ORDER 1. This is an Application under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (the Code) filed by the Resolution Professional seeking approval of the Resolution Plan submitted by the Resolution Applicant Khemani Distributers & Marketing Ltd.

2. During the period of CIRP the RP issued Form-G on 24.10.2020 inviting expressions of interest (EOI) in “Business Standard”, in English (all India edition and “Navshakti” in Marathi (Mumbai edition) from prospective Resolution applicants (PRAs). The last date for receiving the expression of interest was extended from 09.11.2020 to 19.11.2020 and last date for submission of Resolution Plan was 04.02.2021. The Applicant received 5 responses to the EOI, however, from 5 PRAs 4 were declared as eligible to submit the Resolution Plan and 1 was rejected as the said PRA had not submitted the EMD 1 amount, which is statutory requirement for participating in the EOI process. The following were the eligible Prospective Resolution Applicants: i. Gain Finance Ltd ii. Ketan Chhananlal Patel iii. Niraj Ramesh Gunde iv. Khemani Distributers & Marketing Ltd.

3. The 2nd CoC meeting held on 17.09.2020 decided to appoint a Valuer. The RP accordingly appointed registered valuers to determine the fair value and liquidation value of the Corporate Debtor, as required under Regulation 27 of the IBBI (IRP for Corporate Persons) Regulations, 2016. These valuers had submitted their reports. The Liquidation and IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 fair value of the Corporate Debtor is as per the report of the three valuers is as follows: Particulars Kunal Karamsey Closest Valuation Average Value Fair Value Liquidation Fair Value Name of Liquidation Name Fair Value Liquidation Value the Value of the Value Valuer Valuer Plant & 11,02,01,790.21 6,80,21,193.51 11,89,30,000 Alok 7,05,46,000 Alok 11,45,65,895 6,92,83,597 Machinery Gupta Gupta Securities 11,58,85,450 7,37,57,000.00 10,45,68,224 Adroit 8,72,00,000 Jayesh 11,02,26,837 8,04,78,500 Valuation Shah Total 22,60,87,240.21 14,17,78,193.51 22,34,98,224 15,77,46,000.00 22,47,92,732 14,97,62,097 Amount Average Liquidation Value is Rs. 14.97 Crores.

4. The Applicant submits that the Applicant received final and revised Resolution plan dated 04.02.2021 form Khemani Distributors and Marketing Ltd. (Successful Resolution Applicant).

5. The Resolution Professional submits that the Resolution Applicant, Khemani Distributors and Marketing Ltd. is eligible under Section 29A of the Code to submit a Resolution Plan for the Corporate Debtor. In view thereof, RP has called for performance guarantee from the successful Resolution Applicant. Khemani Distributors and Marketing Ltd. who has also given the Performance Guarantee as required of Rs. 3,82,75,000/- (Rupees Three Crores Eighty-Two Lakhs and Seventy-Five Thousand Only) by way of Bank Guarantee issued by ICICI Bank on 14.06.2021.

6. The CoC in its 12th meeting held on 07.05.2021 considered the revised and final Resolution Plan dated 04.02.2021, submitted by Khemani Distributors and Marketing Ltd., and approved the Plan with the voting share of 98.85% of the members of the Committee of creditors and the said Resolution Plan consists of the following: • Provides for payment of Insolvency Resolution Process Costs in a manner specified by the board in priority to the payment of other debts of Corporate Debtor.

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• Provides for payment of the debts of the Operational Creditors in such manner as specified by Regulation 38(1) of the IBBI (Insolvency Resolution Process for Corporate Persons Regulations) 2016. • Provides for management of the affairs of the Corporate Debtor after the approval of the Resolution plan. • Does not contravene any of the provisions of the law for the time being in force. Accordingly, compliance certificate in Form “H” was issued by the Resolution Professional.

7. The salient features of the Resolution Plan are as under: A. The Resolution Applicant is a listed Public Limited Company. the Resolution Applicant is an Indian Company incorporated at Surat in January 2011. The business of Resolution Applicant is selling and distributing fast moving consumer goods. Company has been long standing tier one partner for Hindustan Unilever Ltd. (‘HUL’) in distribution of their products for Surat, Gujarat. The Company’s product portfolio includes (a) personal care products; (b) home care products; and (c) food and drinks products. B. The Corporate Debtor is registered at ROC Mumbai on 23.02.2011 as a Non-govt. company. The Company is involved in the IT services. C. Resolution Applicant is in process of forming an SPV. The Acquisition of the Corporate Debtor may be implemented under the Resolution Plan through the SPV wherein SPV will initially acquire the equity shares of the Corporate Debtor is in its name, the SPV will be dissolved and the Partners/ Shareholders of the SPV will be issued the IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 equity shares of the Corporate Debtor in proportion agreed among the Partners/ Shareholders.

D. Business Plan for Turnaround i. Plan for improving the services of current customer base and executing current pending order book – On Payment of the Upfront Payment under the Proposed Resolution Plan, Resolution Applicant intend to start improvement in various services offered by the Corporate Debtor and execution of pending orders by acquiring spare parts, capital assets required for execution and fixing operational issues. ii. Planned expenditure for meeting capital expenditure and working capital. Resolution Applicant will bring additional capital (captured in the plan) to bring additional customer which requires capex. This additional investment will help to get operating leverage since the current capacity to service customer is higher than the customer base. E. Financials of the Resolution plan: - The Resolution plan envisage total Investment of Rs 35.31 crores (Rs 20 Crores by way of CAPEX and Working Capital Investments and Resolution Plan Amount of Rs 15.31 Crores for settlement of Admitted Claims, pursuant to this plan under IBC 2016.)

8. Mandatory contents of the Resolution Plan :- a. In compliance with section 30(2)(a) the resolution plan provides for priority in repayment of CIRP cost over payment to other creditors as envagised in Part VI of this resolution Plan

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 b. That the Resolution Plan is compliants with provisions contained in section 30(2)(b) while making payments to operational and statutory creditors. c. In compliance with section 30(2)(d)/ Regulation 38(2)(b) resolution plan provides for Management and control of the affairs of Corporate Debtor after approval of the Resolution Plan in Part VIII of this resolution Plan. d. In compliance with section 30(2)(c)/ Regulation 38(2)(c) resolution plan provides for Adequate means for supervision of implementation in Part VIII. e. In accordance with section 30(2)(e) the Resolution Plan is compliant with all the provisions of law for the time being in force. f. In compliance Regulation 38(1) of CIRP Regulation, the Resolution Plan has given to priority in repayment of the amount due to the operational creditor over financial creditors as envagised in Part VI of this resolution Plan. g. In compliance Regulation 38(2)(a) the resolution plan provides for Term of Plan and its implementation schedule in Part VI read with Part VIII of this resolution Plan. h. In compliance of Regulation 38(1A) the Resolution Plan contains Statement in as to how the applicant has dealt with interest of all Stakeholders in Resolution Plan in Part VI.

9. In compliance with 38(1B) resolution applicant hereby declares that the Resolution Applicant or any of its related Party as not failed to implement or not contributed in failure of implementation of any other resolution plan approved by Adjudicating authority at any time in the past.

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10. Sources of Funding :- The Resolution Applicant plans to fund the revised Resolution Amount by way of – Rs in Crores Source of funds Application of funds Equity Debt Total RP WC/Capex Total Within first 60 days 10.00 5.01 15.31 15.31 - 15.31 Within 12 months 10.00 10.00 20.00 - 20.00 20.00 Total 20.00 15.00 35.31 15.31 20.00 35.31 11. The payment proposed to be made under the Resolution Plan to the Resolution Plan dated 04.02.2021 as a full and final settlement of all liabilities of the Corporate Debtor (including CIRP costs), in the following manner: Particulars Admitted Amount Payable Claim payable under within Plan CIRP Cost - To be paid as per 60 days actuals and would be over and above the total Rs. 15.31 Crores Secured Rs. 114.14 12 crores 60 days Financial crores Creditors Dissenting Creditors, if any, will be paid in priority as per Regulation 38(1)(b) Employees Rs. 5.19 Rs. 2.19 crores 60 days Dues crores Past employees paid 25% of their admitted claim and existing employees paid 50% of their admitted claim. Also intends to pay balance 50% to the current employees over a period of 12 months. Unsecured Rs. 14.51 Rs. 0.07 crores 60 days Financial crores Creditors Statutory Rs. 36.69 Rs. 0.36 crores 60 days Dues# crores Operational Rs. 14.69 Rs. 0.15 crores 60 days Creditors crores

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Director’s Rs. 0.32 Rs. 0.03 crores 60 days Remuneration crores Other claims Rs. 0.50 crores -and liabilities

#Rs. 55.62 lakhs, if received, from the Deputy Commissioner of Sales Tax, to be adjusted against the amounts payable under the plan and to be considered as discharge of liability to the Sales Tax.

12. The Resolution Professional has submitted the following chart showing the details of the total claims received and admitted by him and amount under plan as follows: (Amount in Rs. crore) Sr. Category Sub-Category of Amount Amount Amount Amount of Stakeholder Claimed Admitted Provided Provide No. Stakehold under the d to the er* Plan Amount Claimed (%) 1 Secured a. Creditors not NIL NIL NIL NIL Financial having a right to Creditors vote under sub-section (2) of section 21 b. Other than (a) above: (i) who did not NIL NIL NIL NIL vote in favour of the Resolution Plan (ii) who voted in favour of the resolution 114.32 114.13 12.00 10.49% plan Total [(a) + (b)] 114.32 114.13 12.00 10.49% 2 Unsecured (a) Creditors not 13.18 13.18 0.05 0.38% Financial having a right to Creditors vote under sub-

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 section (2) of section 21 (b) Other than (a) above: (i) who did not 1.32 1.32 0.02 1.88% vote in favour of the resolution Plan (ii) who voted in NIL NIL NIL NIL favour of the resolution plan Total[(a) + (b)] 14.51 14.51 0.07 0.52% 3 Operation (a) Related Party NIL NIL NIL NIL al of Corporate Creditors Debtor (b) Other than (a) above: (i)Government 36.69 36.69 0.36 1.00% (ii)Workmen NIL NIL NIL NIL (iii)Employees 6.59 5.18 2.19 33.21% (iv)Operational 15.00 14.68 0.15 2.46% Creditors Total [(a) + (b)] 58.29 56.57 2.92 5.01% 4 Other 0.32 0.32 0.03 9.3% Debts and Dues Other NIL - 0.50 claims and liabilities Total 187.45 185.54 15.3 8.01%

13. Resolution Plan amount – total Resolution Plan amount Rs. 15.31 Crores for and settlement of admitted claims received from creditors.

Unpaid CIRP Cost: - Payment towards CIRP costs-any CIRP Costs as determined by RP and payable, would be paid in priority to all other dues. The said CIRP

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Costs is being paid on regular basis from the current cashflows of the company. If anything is still required to be paid, it would be payable within 60 days of Receipt of the NCLT Order by the Resolution Applicant.

Payment to Secured Financial Creditors – Upfront payment of Rs. 12.00 Crores being paid within 60 days of the approval of the Resolution plan. Secured Financial Creditors allocated is proposed to be paid 10.05% of the amount claimed and 17.1% of the amount in the books of the company i.e. Principal mount. All Secured Financial Creditors are proposed to be allocated on a pro rata basis based on their outstanding claim. Dissenting Creditors if any, shall be paid in priority as per Regulation 38(1)(b) of IBBI (CIRP) Regulation, 2016. Employee Dues : • Existing Employees: Upfront amount of Rs. 1.80 Crores be paid within 60 days of the approval of the Resolution Plan. All employee dues for the employees who continue to be in the employment of the company are proposed to be paid 50% of the outstanding dues. • Past employees : Upfront amount of Rs. 39 Lakhs be paid within 60 days of the approval of Resolution Plan. All employees dues for the employees who have left the company but not paid fully are proposed to be paid 25% of the outstanding dues including PF.

Unsecured Financial Creditors – Upfront payment to be made within 60 days of the approval of the Resolution Plan. Unsecured Financial Creditors entities considered as related parties will be paid Rs 5,00,000/- and IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 unrelated party One Capital Ltd. will be paid Rs 2,50,000/- in total as full and final settlement of their claims.

Statutory Dues - Upfront payment to be made within 60 days of the approval of Resolution Plan. All Statutory dues as claimed with IRP or otherwise will be settled at 0.36 Crs 1% of the total claim, at par with Operational creditors. RP has claimed Rs 55.62 lakhs from the Deputy Commissioner of Sales Tax, unlawfully recovered by the authorities via its petition 219/I&BP/2019 with the Hon’ble NCLT for recovery of said amount. Amount payable under this plan shall be adjusted against this recovery and shall be considered as full discharge of liability.

Operational Creditor – Upfront payment of Rs. 15 Lakhs, i.e. 1% of total amount claimed, be made within 60 days of the approval of the Resolution Plan to all the Operational Creditors on a pro rata basis of their claim.

Directors Remuneration – Upfront payment of Rs. 3 Lakhs to be made within 60 days of the approval of the Resolution Plan.

Other Liabilities – Resolution Applicant propose to keep aside Rs. 0.50 Crs for all other claims/ liabilities which might come up during the process or otherwise which are required to be settled.

14. Summarised format of resolution amount payment schedule:

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 a (Rs in Crores) Resoluti Resolution Upfront Particulars on Debt Amount Amount To be paid as per actuals and would be over CIRP and above the total Rs. 15.31 Crores Secured Financial Creditors 114.14 12.00 12.00 Employees due Current Empl 3.63 1.80 1.80 Employees due Ex- 0.39 Employees 1.56 0.39 Unsecured Financial Creditors 14.51 0.07 0.07 Statutory Dues 36.70 0.37 0.37 Operational Creditors 14.69 0.15 0.15 Directors remuneration 0.32 0.03 0.03 Other Liabilities 0.50 0.50 - 185.54 15.31 15.31

15. Observations and findings:- i. Management of the affairs of Corporate Debtor after approval of the Resolution Plan [Section 30(2)(c)] & [Regulation 38(2)(b)] –to retire existing Board and form New Board by appointing Directors to take over the Management of the Company on payment of Upfront Amount as stated in Resolution Plan. The Resolution Applicant will appoint Mr. Vijay Khemani & Mr Vikas Khemani, Directors as per Statutory requirements. ii. Implementation and Supervision of Resolution Plan [Section 30(2)(d)] – For effective implementation and supervision of the Approved Resolution Plan, it is proposed to appoint Monitoring Committee from the date of NCLT order till the IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019

Payment of all Creditors in made. A Monitoring Committee (MC) is to be formed comprising of a representative from Secured Financial Creditors, RA and current IRP for supervision of implementation of the Resolution Plan in terms of Provisions of section 30(2)(d) of Insolvency and Bankruptcy Code, 2016 read with Regulation 38(2)(c) of The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. iii. The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force in terms of Section 30(2)(f). The Resolution Plan is in compliance of the Regulation 38 of the Regulations as under: a) Payment to Operational Creditor will be made in priority over Financial Creditor (Regulation 38(1)(a)). b) That the Resolution Applicant or any of its related parties has never failed to implement or contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority at any time in the past. This is in compliance of Regulation 38(1)(b) of the Regulations. c) Declaration by the Resolution Applicant that the Resolution Plan has considered the interest of all the stakeholders of the Corporate Debtor, keeping in view the objectives of the Code (Regulation 38(1A)).

16. The Resolution Plan has been approved in the 12th meeting of the CoC held on 07.05.2021 with 98.85% votes in accordance with the provisions of the Code.

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17. The Resolution Applicant seeks certain concessions and reliefs in the Resolution plan at page 152 of the application. However, this Bench give following directions:

Sr. Particulars of concessions and Direction of the No. reliefs Tribunal 1. Clause (a) relates to certain Since the Resolution exemptions from payment of Applicant is the ex-charges, duty etc, for transfer/ promoter and there are reorganising the change in no changes in the shareholding shareholding, this relief is not granted. 2. Clauses (b), (d), (f), (g) and (h) all All claims/ liabilities relate to either non-payment of shall stand extinguished earlier or not filed or as per the effect of law unconfirmed liabilities; or under the Insolvency extinguishment of claims not and Bankruptcy Code, filed; or waivers of contingent 2016. dues etc. Clause (i). seeks concession in respect of late fees, penalties for compliances of various statutory dues under various Acts. 3. Clause (c) relates to all current Extension of all current licenses and permits that are licenses and permits currently and that they shall only be upto a continue to remain valid till period of 1 year during such time the Resolution which application for Applicant approaches the extensions as may be authorities again.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 needed can be applied to the relevant authority. 4. Clause (e) seeks that the RBI This relief/ concession is and the Financial creditor not required, and this confirms that all accounts of the relief is not granted. Corporate Debtor shall stand regularised and their assets be classified as ‘standard’ and ‘regular’

18. The Hon’ble Supreme Court in Committee of Creditors of Essar Steel India Limited Vs. Satish Kumar Gupta & Ors.: (2019) SCC Online SC 1478 and in K. Sashidhar v. Indian Overseas Bank & Others: 2019 SCC Online SC 257 (2019) 12 SCC 150), held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon’ble Apex Court observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not confirm to the stated requirements.

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19. In view of the above observations and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The Resolution Plan is feasible and viable. There are no workers claims. Resolution Applicant agreed to pay the full CIRP costs and also future costs if any as certified by the Resolution Professional and CoC. The Resolution Plan balances the interest of all the stakeholders. Therefore, this Bench in the above background has no option except to approve the present Resolution Plan submitted by the Resolution Applicant. Accordingly this Bench hereby pass the following :- ORDER i. The Resolution Plan submitted by Khemani Distributers & Marketing Ltd. is hereby approved. It shall become effective from the date of approval and shall form part of this order. It shall be binding on the Corporate Debtor, 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 is due, Resolution Applicant, guarantors and other stakeholders involved in the Resolution Plan.

ii. We shall clarify here that the Resolution Applicant shall take over the corporate debtor with all its assets and liabilities as per terms as approved in the Resolution plan. This Bench cannot allow any general power to Resolution applicant absolving him

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 from the liability of the corporate debtor company, without knowing about the liability against which such exemption is sought. In other words, relief/ exemptions from only existing liabilities which are specifically identified are deemed to have been allowed and approved in the Resolution plan.

iii. This Bench notes that the Corporate Debtor has entered into Brand Transfer Agreement with Zicom Electronics Security Systems Ltd (the transferor) on 22nd March 2016. It was mentioned by the Resolution Applicant that the use and continuity of Zicom Brand under is very essential & critical to the revival of the business of Corporate Debtor and it will have to invest a lot in brand to recreate the same brand value it had in 2016. Considering the circumstances, this Bench does not have any objection in case the Resolution Applicant approach the parent Company of the Corporate Debtor i.e. Zicom Electronics Security Systems Ltd. to re-negotiate the Agreement dated 22.03.2016 and any arrangement between the parties so arrived after the negotiation would be entirely based on their commercial call.

iv. This bench is not inclined to allow any of the other reliefs and waivers prayed by the Resolution Applicant. Therefore, the Resolution Applicant may apply to the relevant regulatory authorities for said reliefs, concessions and waiver and the relevant authorities may consider it as per relevant applicable law.

v. It is seen that the Resolution Plan seeks several dispensations, concessions and waivers. Approval of Resolution Plan does not mean automatic waivers. The Resolution Applicant on approval

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 of the Plan may approach those competent authorities/ courts/ legal forms/ office(s) Government or Semi-Government/State or Central Government for appropriate relief’(s) sought in the plan.

vi. The Resolution applicant shall obtain the necessary approvals required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later.

vii. Given the above observations, we approve the Resolution plan with modifications, as mentioned above, which shall be binding on the Corporate Debtor and its employees, members, creditors, guarantors, Resolution Applicant and other stakeholders involved in the resolution plan.

viii. The Resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the Resolution plan to the IBBI to be recorded on its database. The Resolution Professional is hereby discharged of his duties after handing over the documents to the Resolution Applicant and it taking charge.

ix. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The 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.

x. The moratorium under Section 14 of the Code shall cease to have effect from this date.

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT-III I.A. No. 1300 of 2021 in CP. No. 219/IB/2019 xi. The Applicant and the Monitoring Committee shall supervise the implementation of the Resolution Plan and the Applicant shall file status of its implementation before this Authority from time to time, preferably every quarter.

xii. 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.

xiii. The Applicant shall forthwith send a copy of this Order to the CoC and the Resolution Applicant for necessary compliance.

xiv. The Interlocutory Application No. 1300 of 2021 is accordingly allowed and disposed of.

Sd/- Sd/- CHANDRA BHAN SINGH H. V. SUBBA RAO MEMBER (TECHNICAL) MEMBER (JUDICIAL)