& Al Nrexvee. A 4. IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH, HYDERABAD oer - CP (IB) No.328/07/HDB/2018 U/s. 7 of the Insolvency and Bankruptcy Code, 2016, Read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016. chal Power Private Limited. In the matter of KVK Between: ‘ Power Finance Corporation Limited ‘Urjanidhi’, 1, Barakhamba Lane, Connaught Place, New Delhi - 110001. ...Petitioner/ Financial Creditor And KVK Nilachal Power Private Limited, 6-3-1109/A/1, 34 Floor, Navabharat Chambers, Raj Bhavan Road, Somajiguda, Hyderabad — 500 082, Telangana. .-Respondent/ Corporate Debtor Date of Order: 17.09.2019 Coram: Shri. K. Anantha Padmanabha Swamy, Memiber Judicial. Dr. Binod Kumar Sinha, Member Technical, Parties/Counsel Present: For the Petitioner/ Financial Creditor: Mr. Amir Bavani, Counsel. For the Respondent/Corporate Debtor: Mr, D.V.A.S Ravi Prasad and Mr. Nitish Bandary, Counsels. Per: Dr, Binod Kumar Sinha, Member Teclinical. ORDER 1. The present petition is filed by Power Finance Corporation Limited’ A}(CP (1B) No.328/07/ 1108/2018 Page 2 of 17 8 7 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as IB Code, 2016) read with Ruile 4 of the Insolvency and Bankruptcy {Application to Adjudicating Authority) Rules, 2016 against M/s. KVK Nilachal Power Private Limited (hereinafter referred to as ‘Respondent/Corporate Debtor’). 2. Brief facts of the present case are as under: 3. The Petitioner/Financial Creditor, is a Public Financial Institution under section 4A of the Companies Act, 1956 and under section 2 (72) of the Companies Act, 2013, having its Registered Office at “Urjanidhi", 1 Bafakhamba Lane, Connaught Place, New Delhi - 110 001, whereas the Respondent/Corporate Debtor is a private limited company incorporated under the Companies Act, 1956, and having its registered office at 6-3- 1109/A/1, 3" Floor, Navabharat Chambers, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082, Telangana. The’ main objects of the Corporate Debtor are to carry on the business of production, collection j & distribution of Electricity. 4. It is stated that on being approached by the Corporate Debtor, the Financial Creditor and other consortium lenders comprising of Housing and Urban Development Corporation Limited (HUDCO), India Infrastructure Finance Company Limited (HFCL) and UCO Bank had entered into financing/loan documents on 13.05.2008 for a total amount of %1080,00,00,000/- (Rupees One Thousand and Eighty Crores) for phase-1 of the project on stipulated terms and conditions, consisting of Senior Rupee Debt ‘A’ facility for an amount of ¥945,00,00,000/- (Rupees Nine Hundred Forty Five Crore) and Senior Rupee Debt ‘B’ Facility for an amount of ¥135,000,00,00/- (Rupees One Hundred and Thirty Five # Crore). The Respondent proposes to develop, own, design, finances Qi construct, commissions, operate and maintain a 300 eee —— say \PPRAISING CUSTOMS HOUSE puecor | SAKHAPATNa8 (CP (18) No.928/07/HDB/2018 Page 8 of 17 thermal power plant at Gurudijhatia village, Cuttack District of Orissa (hereinafter referred to as the “Project” 5. It is stated that. in pursuant to the aforesaid sanction, the Respondent herein executed the following security and financial documents: a) Board Resolution dated 04.06.2007. 'b) Senior Rupee Debt ‘A’ Agreement dated 13.05.2008, c) Senior Rupee Debt ‘B’ Agreement dated 13.05.2008. d) Lenders Agent Appointment Agreement dated 13.05.2008. ©) Security Agent Appointment Agreement dated 13.05.2008. f) Inter Creditor Agreement dated 13.05.2008. g) Share subscription Retention and Undertaking dated 13.05.2008. h) Unattested Memorandum of Hypothecation dated 17.07.2008. i) Deed of pledge dated 17.07.2008. on a piece and parcel of land situated in the State of Gujarat and other assets of the borrower. J) Indenture of Mortgage dated 20.10.2008 for creation of Mortgage k} Memorandum of entry dated 16.05.2011 based on oral assent and | consent of Mr. K. Vijayakumar acting in his capacity as director of { the borrower company accompanied by deposit of title deeds made to the petitioner herein with an intent to create security on the immoveable properties as stated in the 2x4 Schedule to the Memorandum of Entry. 1) Director’s Declaration dated 16.05.2011 by Mr. K. Vijayakumar acting in his capacity as. director of the Respondent/Corporate | Debtor in respect of the immoveable properties de:(GP (18) No.328/07/ HDB/2018 Page 4 of 1 Schedule along with the list of documents of title deeds and writings evidencing clear and marketable freehold title to the immoveable properties as described in the 2"4 Schedule. 6, It is stated that the Petitioner in terms of its letter of sanction and amendments thereto and the Senior Rupee Debt ‘A’ & ‘B’ Agreements dated 13.05.2008 disbursed to the Corporate Debtor from 22.12.2008 to 14.10.2014 are as follows: Rupee Term Loan | Amount of Sanction - Amount of Facility disbursement Loan No.KO701001 | %354,37,50,000.00/- | %348,32,50,464.00/- Loan No.K0701002 |” %50,62,50,000.0Q/- | %50,26,54,698.00/- Total %405,00,00,000.00/- | 398,59,05,102.00/- 7. It is stated that pursuant to the signing of the financing documents and the sccuritics created in respect thereof, as required as per the terms and conditions provided therein, the Petitioner disbursed to the Respondent the total amount of %398,59,05,102.00/- (Rupees Three Hundred and Ninety Eight Crore Fifty Nine Lakhs Five Thousand One Hundred and Two Only) from time to time.. 8. It is stated that, the common ‘senior Rupee Debt ‘A’ & ‘B’ Agreement provided for an amortization schedule in terms of which the Respondent was required to make repayment of the principal amount of the said loan _ and the interest arising therefrom including monies /fee/charges/expenses etc., due and payable as well as to comply with the terms and conditions/covenants as per the provisions contained therein. 9. Itis stated that on the request of the Corporate Debtor, the Petitioner WED] its letter dated 18.09.2012 approved extension of project ore “at : RAISING OFFICER; STOMS HOUS! KUAPATNS ANA _psecor i(CP (3) No.328/07/ HDB/2018 Page § of 17 » , Stil from 21.12.2011 to 31.06.2014 and corresponding shift in loan 2 availability’ period from 30.06.2012 to 31.12.2014, repayment started from 15.07:2012 to 15.01.2015 and corresponding shifting of the amortization schedule, 10. itis stated that despite regular and persistent follow up, the Respondent failed to repay timelines of principal as well as the interest and as such the Respondent Company's account became sub-standard as per the norms, That the same was classified as a Non-Performing Asset with effect from 15.04.2015. 11. Itis stated that on the request of the Corporate Debtér, the Petitionervide its letter dated 07.04.2015 again extended the first principal repayment which was started from 15.01.2015 to 15.01.2018 and the same was acknowledged by the Respondent/ Corporate Debtor vide its letter dated 29.04.2015. ® 12. It is stated that as aforesaid, on the request of the borrower/Corporate Debior, the account of the borrower was approved to be restructured. It is also’submitted that the Respondent failed to repay the dues even under the restructured terms as and when they became payable. The details of restructuring is as follows: Timelines Project COD [Loan First Availability Repayment Period Date Original 21.12.2011 30.06,3012 15.07.3012 First Revision | 30.06.2014 31.12.2014 15.01.2015 Second Revision | 31.12.2016 30.06.2017 15.01.2018 - 13, Itis stated that the Petitioner herein repeatedly apprised the Respondent of the defaults committed by it vide lette’'s dated 09.06.2016, 15.09.2016, 14.03.2017, 16.10.2017, 04.12.2017 & 20.12.2017. =(CP (8) No.928/07/#DB/2018 Page 6 of 17 14, Itis further stated that the Petitioner was constrained, to issue a recall 15. 16. e notice dated 12.04.2018 to the Corporate Debtor asking the Corporate Debtor to make payment within 15 days i.e., on or before 27.04.2018. However, no payment has been made by the Corporate Debtor and a reply dated 19.04.2018 has been received to the notice. in the reply, except for bald and generalized denial, the debt has not been denied, rather has been specifically admitted by the Corporate Debtor. It is stated that the final amount of debt as quantified by the Petitioner stands at ¥668,89,74,469.00/- (Rupees Six Hundred Sixty Eight Crore Eighty Nine Lakhs Seventy Four Thousand Four Hundred and Sixty Nine Only) inclusive of interest, further interest and liquidated damages as on 14.04.2018. ‘The Petitioner/ Financial Creditor in support of its claim has placed several documents evidencing the default as stated below: a) Letter dated 18.09.2012 issued by the Petitioner to the Corporate Debtor providing extension of COD from 21.12.2011 to'30.06.2014; b) Letter-dated 07.04.2015 issued by the Petitioner/Financial Creditor to the Corporate Debtor extending the first principal repayment started from 15.01.2015 to 15.01.2018; ©) Letter dated 29.04.2015 sent by the Corporate Debtor acknowledging the extension of time granted by the Petitioner/ Financial Creditor; ¢) The default committed by the Corporate Debtor in repayment were brought to the notice of the Corporate Debtor by the Petitioner vide letters dated 09.06.2016, 15.09.2016, 14.03.2017, 16.10.2017, 04.12.2017 & 20.12.2017;17. 18, 19. Dea CP (18) Wo. 328/07/HD8/2018 Page 7 of 17 ) The Petitioner/Financial Creditor sent a Recall notice dated 12.04.2018 to the Corporate Debtor asking the Corporate Debtor to make payment within 15 days, on or before 27.04.2018; {) Copy of report from Credit Information Bureau of India Limited {CIBIL) in respect of the Corporate Debtor dated 24.05.2018; 8) A copy of the Balance Sheet of the Corporate Debtor as on 31.03.2017; Reiterating above, the counsel for Petitioner prayed to allow the instant Petition. Respondent filed counter dated 20.08.2019, stating that all the allegations made in the Company petition are false and denied, except those which are specifically admitted hereunder. It is submitted that the Respondent had executed a Memorandum of Understanding with the State of Orissa, for settling up a 1050 MW Coal based Thermal Power Plant in Kandrei, District Dhenkanal, Odisha. The project was to be implemented in two phases ie., Phase | of 350 MW and Phase II of 700 MW. The MoU, inter-alia provides that the state government of Orissa will assist the Respondent in all possible ways for'settling up the project. Itis stated that the total project cost for 1050 MW project was envisaged to be an amount of ¥4990 Crores. The Respondent approached the consortium of lenders led by the Petitioner for availing loan facility for settling up Phase I (350 MW) of the said project. The total loan sanctioned for Phase I of the project by the consortium of lenders led by Petitioner was % 1080 Crores. Accordingly, the relevant agreements including the Facility Agreement were executed between the Respondent and the consortium of lenders, containing the details of loan availed, disbursements to be made, repayment schedule, quantum af interest tO. 20. 21. 22. 23. ALO (CP (1B) No.228/07/ HDB/2018 Page 8 of 17 As per the arrangement with the lenders, the Respondent had to complete Phase I of the project by 30.06.2014 and commence repayment of (i principal and interest amount from 15.01.2015. It is stated that in terms of the facility arrangement, Petitioner has sanctioned %405 Crores and disbursed an amount of 7398.59 Crores, HUDCO has sanctioned %360 Crores and disbursed an amount of %348.71 Crores, IIFCL has sanctioned ¥250 Crores and disbursed an. amount of 8229.91 Crores and UCO Bank has sanctioned €65 Crores and disbursed an amount of ¥65 Crores. Therefore, in total the lenders have sanctioned an amount of 71080 Crores, out of which an amount of % 1042.21 Crores has been disbursed. It is stated that on 18.02.2009, the Ministry of Environment & Forest (MoEF) granted the Environmental Clearance for the Respondent’s project after following the detailed procedure stipulated under its relevant notifications including public consultation and hearing. It may be noted that the Environmental Clearance granted by the Ministry of Environment & Forest (MoEF) clearly states that "No Ecologically Sensitive Area is reported in 10 km area of the project.....”. It is stated that, while the construction of the Respondent's project was going on, a notification was issued on 02.04.2011 by the State of Odisha ‘under the provisions of the Wildlife Protection Act, 1972 which was published in the official gazette on 29.04.2011 whereby a wildlife sanctuary by the name of ‘Kapilash’ in Dhenkanal District, was designated as such by the State Government. It is stated that, one Charidesh Krusak Surakhya Sanghe, claiming itself to be an NGO filed a false and frivolous Public Interest Litigation being WP (PIL) No.9384/2012 against the Respondent/Corporate Debtor Om supe gee Be RA: ‘ RPPRAISING OFFICER {USTOMS HOUSE ; VISARHAPATNAIRE 224, 25. (CP (iB) No.228/07/ #DB/2018 Page 9 of 17 claiming that the project of the Respondent falls within the radius of 10 Kms of Kapilash Wildlife Sanctuary and therefore the Respondent cannot continue with the construction activities of its project unless and until it obtains wildlife clearance from the National Board of Wildlife constituted by the Ministry of Environment & Forest (MoBF). The MoE, the State-of Odisha and the Corporate Debtor were impleaded as party Respondents to the said writ petition. This allegation of the NGO was based on an order dated 04.12.2006 passed by the Hon’ble Supreme Court in the case of Goa Foundation Vs Union of India (WP (C) No.460/2004), and a subsequent Office Memo dated 02.12.2009 issued by the MoEF in relation to obtaining Wildlife Clearance for the projects. The Respondent therein also relied on MoEF guidelines dated 21.04.2011 on forest clearance. It is stated that the on the basis of Order of the Hon’ble Supreme Court in Goa Foundation case and Office Memo of MoEF, the Hon'ble High Court of Orissa passed an ex-parte ad-interim Order on 18.05.2012 directing that status quo shall be maintained with respect to 10 Kms radius of Kapilash. It is stated that on discovering that dn ex-parte status quo order had been passed against the Respondent, the Respondent immediately filed an Application for vacation of the stay order before thé Hon'ble Orissa High Court. While, the said Application was’ being heard, the Hon’bie High Court passed an Order dated 25.06.2012 directing the MoEF to dispose of the Application filed by the Respondent seeking wildlife clearance as expeditiously as possible and preferably within a period of three weeks and submit a report of the same to the Hon’ble Court. The Hon'ble High Court further directed that for the said purpose the concerned departments of the State Government as well as the Central Government shall extend all necessary cooperation for the Standin, Senne OP % WERE EN ae APPRAISING OFFICERS psecor u Beusrors HOUSES ES WISAKHAPATNAMAEE(CP UB) No.328/07/ HDB/2018 ‘Page 10 of 17 * supplying the relevant records as required to facilitating the Committee 7 to take decision quickly. Admittedly, the MoEF did not take any steps pursuant to the said Order passed by the Hon'ble High Court. The MoEF filed an alfidavit dated 17.07.2012 stating that it had not received any application in respect of the Respondent. 26. It is stated that on the application filed by the Respondent, the Hon'ble High Court passed another Order dated 22.08.2012 refusing to vacate the interim order dated 18.05.2012 and directing that the writ petition be finally heard. The Hon’ble High’ Court observed that since a committee has been constituted by the State Government to determine the eco- sensitive zone for the protected areas and also to determine other aspects as mentioned in the said notification and as the said committee is required to submit its report within two months from the date of the notification, it is directed that the State Government shall take all 4 necessary steps to demarcate the eco-sensitive zone as expeditiously as possible as per the notification and forward the same to the MoBF for its consideration and publication of notification. No report, was furnished within period of two moiths and it was only on 17.06.2015 that the eco sensitive zone for Kapilash Sanctuary was notified after a delay of three years, 27. Itis stated that the proceedings remained pending before the Hon'ble High Court for the next two years and the status quo Order continued to remain in force. The writ petition was finally dismissed by the Hon’ble High Court vide final judgment dated 16.05.2014 holding that there was no prohibition on the, Respondent to carry out its construction activities pending clearance from National Board of Ministry of Environment & Forest (MoEF). This Hon’ble High Court found no merit in the petition and the stand of the Respondent was vindicated. However, the prec Se __ tee nr | psecor™* 28. s 29. * fAg aE CP (1B) No.328/07/HDB/2018 Page 11 of 17 should have been put to rest by the MoBF by making its stand clear before this Hon’ble High Court that there was no prohibition on carrying on construction activities pending Wildlife Clearance, was allowed to be lingered on for a long period of time for no reason but for the lackadaisical and indifferent attitude of the MoEF amounting to gross dereliction of its, constitutional and legal obligations, on account of which the Respondent has suffered harm and injury of a nature leaving the Respondent's project as unviable. It is stated that the extent and magnitude of suffering of the Respondent is such that the initial project cost of Phase I (350 MW) as approved by the lenders of the Respondent led by the Petitioner was £1350 Crores and the revised project cost for Phase I as approved by the lenders on 07.04.2015 stands at %2768.25 Crores, thus resulting in an increased cost of %1418.25 Crores as indicated in the project Information Memorandum of Petitioner. The injury caused to the Respondent is very severe on account of delay in construction of the project. The Respondent was forced to pay the amount of interest at the rate of 32 Lakhs per day. The total loss suffered by the Respondent on account of interest alone stands at a colossal figure of $406.77 Crores (1247 days i.e., 18.05.2012 to 15.10.2015). Itis stated that due to the said litigation the entire construction activities had come to standstill for approx. 2 years, which has led the Petitioner to suffer huge financial difficulties and the project cost for Phase I (350 MW) as approved by the lenders of the Petitioner was 1350 Crores and the revised project cost for Phase I as approved by the lenders on 07.04.2015 inflated to 2768.25 Crores, resulting in an increased cost of €1418.25 Crores. ae él*” 30. 31. 32, 33, DL CP (1B) No.328/07/HDB/2018 Page 12 of 17 It is stated that the Respondent could not recuperate from the said loss and resume the construction of the project. As the matter stood thus, the Petitioner who is the lead lender has declared the account of the Petitioner as NPA vide notice dated 13.07.2015. It is stated that aggrieved by the said notice, Respondent had preferred a Writ Petition before the Hon’ble High Court of Orissa vide WP (C) No.23216 of 2015, wherein the Respondent had sought for waiver of the interest during the period from 18.05.2012 till the Respondent was liable to resume the project. It is stated that the matter stood thus, pending the WP (C) No.23216 of 2015, the Petitioner has filed the present company petition under section 7 of Irisolvency and Bankruptcy Code, 2016 against:the Respondent. At that juncture. the Respondent has filed an Interlocutory Application in WP (C) No.23216 of 2015 vide Misc Case No.10710 of 2018. The Hon'ble High Court was pleased to order the parties to maintain the Status Quo in respect with the Company Petition pending before the Hon'ble Tribunal vide Order dated 08.08.2018. It is also stated that the Hon'ble High Court has disposed of the WP (C) No.23216 of 2015, vide Order dated 18.03.2019 whereby directing the Corporate Debtor, to move the State Government of Orissa, more particularly the’ Chief Secretary of the State, with an Application /representation latest by 25.03.2019 serving copy of the same to the Petitioner (Power Finance Corporation & others). ‘The said representation was filed on 03.04.2019 with Government of Orissa, which was rejected by the said Govt. vide their report dated 13.08.2019. It is submitted that the Respondent is taking steps to challenge the said action of Govt. of Orissa and therefore, the present proceedings may be stayed. ‘The present petition was filed on 08.06.2018 and after scrutiny by the registry, the same was first listed on 17.07.2018 ang thie Petitioner. \PPRAISING EusTous peor Sea AKHAPATNAM 82 ‘OFFICE! HOUSE!(CP 1B) No.228/07/ #DB/2018 Page 13 of 17 was directed to issue notice of date of hearing to the Respondent and the ‘ matter was adjourned. to 09.08.2018. . 34, During the hearing held on 09.08.2018, the counsel for Respondent requested time to file counter and the matter was adjourned to 30.08.2018, 35. During the hearing held on, 30.08.2018, the counsel for the Respondent | stated that the Hon’ble High Court of Orissa at Cuttack granted status quo in WP (C) No.23216 of 2015 by its order dated 08.08.2018 and placed the copy of the Order of the Hon’ble High Court and the matter was adjourned to 27.09.2018 and in view of the status quo Order of Hon'ble High Court, the matter was adjourned to 31.10.2018, 12.12.2018, 28.01.2019, 22.02.2019, 12.03.2019, 27.03.2019 and 01.05.2019. 36. During the hearing held on 01.05.2019 the counsel for the Financial Creditor filed memo stating that the order of status quo passed by the ” Hon’ble High Court of Orissa got vacated. The counsel for the Respondent /Corporate Debtor prayed short time for verifying the order to make submissions and at request the matter was adjourned to 09.05.2019 and further adjourned for hearing to 14.05.2019 37. During the hearing held on 14.05.2019, counsel for the Respondent filed memo stating that the Hon’ble High Court of Orissa granted liberty to the Corporate Debtor to give a representation to the state Govt. for consideration. The representation given by the Corporate Debtor is pending consideration and the hearing for the said representation will be on 15.05.2019 as per the letter from the Government of Orissa dated 30.04.2019. At his request, time was enlarged for making submissions and alse to file counter and the matter was posted to 20.06.2019. Cust HSAK eae PER ihe og =F ‘PRAISING 0; FICeR;= Agata CP (18) No.328/07/H1DB/2018 Page 14 of 17 38. During the hearing held on 20.06.2019, Respondent’s counsel filed a memo stating that the Hon’ble High Court of Orissa has disposed IA No.7401/2019 in WP (C) No.23216/2015 wherein status quo order granted on 18.03.2019 is extended to another three months from 14.05.2019 to 14,08,2019. In the view of the submissions, matter was adjourried to 19.08.2019. 39. During the hearing held on 19.08.2019, the counsel for the Respondent, prayed time for filing counter till 21.08.2019, On 21.08.2019, the Resporidents filed counter and the matter was heard at length and was reserved for orders. 40, Heard both the sides and perused the record. 41. In the instant Petition, the Petitioner has proved its case by placing documentary evidence viz. Copies of Facility Agreements and sanction letters, date and details of all disbursements of the facilities etc. and copies of entries in Bankers Book in accordance with the Bankers Books Evidence Act, 1891 (18 of 1891) which proves that a default has occurred for which the present Corporate Debtor was liable to pay. In their counter affidavit, the Respondents have not denied the facts regarding the existence of ‘financial debt’ and ‘“tefault’ committed by it, rather it has given a detailed history of its litigation with the Govt. of Orissa and MoEF, Govt, of India, At present stage, such litigation has no direct relation with the instant petition which is filed under section 7 of the IB Code, 2016. ‘The WP filed for waiver of interest has also been disposed of by Hon'ble High Court of Orissa. 42. The Hon’ble Supreme Court, while deciding the matter in the case of INNOVENTIVE INDUSTRIES LTD. Vs. ICICI BANK & ANR,, in Civil Appeal Nos. 8337-8338 of 2017, held as under that: TIA sahiecor43. 44. 45. (CP (iB) No.328/07/ HDB/2018 Page 15 of 17 suuThe moment the adjudicating authority is satisfied that a default has occurred, the application must be admitted unless it is-incomplete, in which case it may give notice to the applicant to rectify the defect within 7 days of receipt of a notice from the adjudicating’ authority. Under subsection (7), the adjudicating authority shall then-communicate the order passed to the financial creditor and corporate debtor within 7 days of admission or rejection of such application, as the case may be.” In the present case, this Adjudicating Authority is satisfied with the submissions put forth by the Petitioner/Financial Creditor regarding existence of ‘friancial debt’ and occurrence of ‘default’. Further, the Financial Creditor has fulfilled all the requirements as contemplated under IB Code in the present Company Petition and has also proposed the name of IRP after obtaining his written consent in Form-2, In view of the above, this Adjudicating Authority is inclined to admit the petition. ‘The instant petition is hereby admitted and this Adjudicating Authority Orders the commencement of the Corporate Insolvency Resolution Process which shall ordinarily get completed as per thé time line stipulated in section 12 of the 1B Code, 2016, reckoning from the day this order is passed. ‘This Adjudicating Authority hereby appoint Mr. Rajendra Prasad Tak (URP) as the name proposed by the Financial Creditor and his name. is reflected in IBBI website. He has also filed his written consent in Form - 2. The IRP is directed to take charge of the Respondent/Corporate Debtor's management immediately: He is also directed to cause public announcement as prescribed under Section 15 of the 1&B Code, 2016 within three days from the date of this order, and call for submissions of claim in the manner as presoribed. OA ‘ Tiga Aes xg eid «ae [26x Wade eed ar Srna VAPPRAISING OFFICER, CUSTOMS HOUSE: : sons eg psecor™ Oe SU(CP (tb) No.328/07/HDB/2018 Page 16 of 17 bh 46. This Adjudicating Authority hereby declares the moratorium which shall . have effect from the date of this Order till the completion of corporate insolvency resohution, process for the purposes referred to in Section 14 of the 1&B Code, 2016. we order to prohibit all of the following, namely: 4) The institution of suits or continuation of pending suits or proceedings. against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority; b) Transferring, encumbering, alienating or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein; ¢) Any action to foreclose’ recover or enforce any security interest created by the corporate debtor in respect of its property including any action 7 under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002); * d) The recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor. . 47. However, the supply of essential goods or services. of the Corporate Debtor shall not be terminated or suspended or interrupted during moratotium period. Further, the provisions of Sub-section (1) of Section 14 shall not apply to such transactions, as notified by the Central Government. 48, The IRP shall comply with the provisions of Sections 13(2), 15, 17 & 18 of the Code. The directors, Promoters or any other person associated with the management of Corporate Debior are directed to extend all assistance : and cooperation to the IRP as stipulated under Section 19 and for discharging his functions under Section 20 of the 1&B Code, 2016, 49. The Petitioner/Financial Creditor as well as the Registry is A to * send the copy of this Order to IRP so that he could take a ane 5 sari MRAZ ARE ipPaNane oa usToMs ioued Bevis) Recost CP (iB) No.928/07/HDB/2018 Page 17 of 17 & Corporate Debtor's assets etc. and make compliance with this Order as per the provisions of 1&B Code, 2016. 50. The Registry is also directed to communicate this Order to the Financial Creditor and the Corporate Debtor. 51. The address details of the IRP are as follows:~ Mr. Rajendra Prasad Tak Reg. No: IBBI/IPA-001 /IP-P00526/2017-18/10951. M/s. K. G. Somani Insolvency Professionals Private Limited, 3/15, 4% Floor, Asaf Ali Road, New Delhi - 110 002, Email ID: [email protected], Tel: 011-23252225, 23277677, 41403938, Fax: 23260086. 52. The present Petition is hereby admitted. 2 \s i Dr, Binod Kumdy Sfnha!? K Ce ae Swamy Member Technical Member Judicial Renae ( Ren Sosy, j Weperaisinc orrices, { ZCUSTOMS HOUSE f GiVISAKHAPATNAt Dot,> » A ans re 4D IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH, HYDERABAD A No.1027/2020 In CP(IB)No.328/7/HDB/2018 In the matter of: M/s. KVK Nilachai Power Private Limited Having its Registered Office at: 6-3-1109/A/1, 3% Floor, Navabherat Chambars, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082, Telangana. (Rep. by its RP, Mr, Rajendra Prasad Tak} ..-Applicant/ Corporate Debtor Order pronounced on: 17.12.2020 Coram: Shri. K. Anantha Padmanabha Swamy, Member Judicial. Dr, Binod Kumar Sinha, Member Technical. Parties/ Counsels Present:- Mr, Narender Naik & Mr, Rahul Kumar, counsels for RP Per: K. Anantha Padmanabha Swamy, Member Judicial. ORDER 1. The present Application bearing IA No. 1027/2020 in CP(IB)No. 328/7/HDB/2018 is filed by Resolution Professional U/s. 33 of the 1B Code, 2016 inter-alia seeking following prayers:- a. Allow the present application and pass an order requiring the corporate debtor to be liquidated in the manner as laid down in the Insolvency and Bankruptcy Code, 2016. b. Appoint the Resolution Professional as the liquidator under $.34(1) of the Insolvency and Bankruptcy Code, 2016.» a 1A.No.1027/2020 in cP(IB}No.328/7/HDB/2018 Date of Order: 17.12.2020 ¢. Pass any other order as this Adjudicating Authority may deem fit and proper in the facts and circumstance of the case. 2. Brief facts as stated by the counsel for the Applicant are as follows a. That M/s. Power Finance Corporation Limited (Financial Creditor) filed CP(IB)No.328/7/HDB/2018 against M/s. KVK Nilachal Power Private Limited (Corporate Debtor) under Section 7 of the IB Code and vide order dated 17.09.2019, this Adjudicating Authority admitted the said Application and Mr, Rajendra Prasad Tak was appointed as the Interim Resolution Professional. b. That in the 1* CoC meeting, held on 21.10.2019, the Applicant herein was confirmed as the Resolution Professional. c. That in the 8 CoC meeting held on 16.03.2020 and 17.03.2020, CoC with 100% votes has resolved for liquidation of the Corporate Debtor and has also resolved to continue the RP to act as Liquidator’ of the ‘Company. d. That CoC in its 8% meeting held on 16.03.2020 and 17.03.2020 has resolved as under:- “RESOLVED that the CoC decided not to seek: extension of CIRP period in the case and that there is no other option but to take the Corporate Debtor into Liquidation Process in accordance with the provisions of IBC 2016.” “RESOLVED FURTHER that the CoC authorized the Resolution Professional to file an application in this regard before the Hon’ble NCLT, Hyderabad Bench.” “RESOLVED FURTHER that pursuant to the provision contained in Regulation 398 of the IBBI (Insolvency Resolution Provess for Corporate Persons) Regulations 2016, approval of the Committee of Creditors be and ts hereby granted to the Liquidation Cost (including the fee of the liquidator) of the Corporate Debtor as placed before the Committee of Creditors and as attached as Annexure -A along with the minutes of the 8 CoC meeting.” 3. Heard the RP and perused the records. i te, 54 1A No.1027/2020 in CP(IB)No.328/7/HDB/2018 Date of Order: 17.12.2020 : 4. In view of the facts and circumstances as recorded by RP in IA No. 1027 of 2020 filed in CPUB) No. 328/7/HDB/2020, this Adjudicating Authority did not receive any Resolution Plan under Sub-Section (6) of Section 30 of the I&B Code, 2016. Consequently, this Adjudicating Authority deems it proper to allow the Application bearing IA No. 1027/2020 as prayed for. Accordingly, in exercise of powers conferred under Sub-Clauses (i), (ii) and (iil) of Clause (b) of Sub-Section (1) of Section 33 of the 1&B Code, 2016, we proceed to pass Order as follows:— () This Adjudicating Authority hereby order for Liquidation of M/s. KVK Nilachal Power Private Limited, which shell be conducted in the " manner as laid down in Chapter Il of part II of the I&B Code, 2016; (i) This Adjudicating Authority hereby appoint Mr. Rajendra Prasad Tak who has given his consent dated 17.03.2020 to act as Liquidator in y the present case. He is further directed to file his Authorisation for Assigriment (AoA) within 7 days from date of this order. He shall issue a public announcement stating therein that the Corporate Debtor is in Liquidation; (ii) The moratorium declared under Section 14 of the 1&B Code, 2016, shall cease to have effect from the date of the order of Liquidation; {iv) Subject to Section 52 of the 1&B Code, 2016, no suit or other legal proceedings shall be instituted by/or against the Corporate Debtor. However, @ suit and other legal proceedings may be instituted by the : Liquidator, on behalf of the Corporate Debtor, with the prior approval of this Authority. (v) We make it clear that para (iv) hereinabove shall not apply to legal " proceedings in relation to such transactions as notified by the Central Government in consultation with any financial sector regulator. ——.. Ha a {i ee ree Satay HAPPRAISING OFFICER? “CUSTOMS HOUSE: VISAKHAPATHNaREET YANo.1027/2020 in CPUIB)No.328/7/H08/2018 Date of Order:'17.12.2020 (vi) This Order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor, except when the pusiness of the Corporate Debtor is continued during the Liquidation process by the Liquidator. (vii) All the powers of the Board of Directors, Key Managerial Personnel and the Partners of the Corporate Debtor, as the case may be, shall + cease to have effect and shall be vested in the Company Liquidator viz, Mr. Rajendra Prasad Tak. In addition to this, the Company Liquidator shall exercise the powers and duties as enumerated in Sections 35 to 50, 52 to 54 of the 1&B Code, 2016, r/w Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. . (viii) The ‘personnel of the Corporate Debtor shall extend all assistance and . co-operation to the Company Liquidator as may be required by him in igus managing the affairs of the Corporate Debtor. (x) The Liquidator shell keep in view the provisions of Regulation 32A of Insolvency and Bankruptcy Board Of India (Liquidation Process) Regulations, 2016 and shall endeavour to first sell the Corporate Debtor or its business as going concern, However, if he is unable to sell the Corporate Debtor or its business within 90 days from liquidation commencement date, Liquidator shall proceed to sell the assets of the Corporate Debtor under clauses (a) to (d) of Regulation 32 of Insolvency and Bankruptcy Board Of India (Liquidation Process) Regulations, 2016. () The Company Liquidator shall be entitled to charge such fee for conducting the Liquidation proceedings in such a proportion to the value of the Liquidation estate assets as specified by the Board under a Regulation 4(3) of IBBI‘ (Liquidation Process) Regulations, 2016. Accordingly, the fees for conducting the Liquidation proceedings shall PRAY CUSTOMS HOUSES) VISARHAPATNAMESSq2 VA No.1027/2020 in cP(IB}No.328/7/HDB/2018 Date of Order: 17.12.2020 be paid to the Company Liquidator from the proceeds of the Liquidation estate. {xi) Copy of this Order shall be sent to the concerned Registrar of Companies, RD, OL, Registered Office of the Corporate Debtor and Company Liquidator viz., Mr. Rajendra Prasad Tak for information and compliance. (ai)Registry is directed to furnish a copy of this order to IBBI for confirmation of appointment of Liquidator. 5. Accordingly, Application bearing IA No.1027/2020 stands disposed off. Dr. Binod Kumar Sinha K. Anantha PXdmanabha Swamy Member Technical ‘Member Judicial eee Hee fees ses ap iran 8 Laer ING OFFICER: Py ies oi ater peCus Use ( Sos10, 9° March 2022 The Asst. Commissioner of Custom ‘Office of the Principal Commissioner of Customs, Custom House, Port Area, Vishakhapatnam-S30035 Dear Sir, ‘Subject: Release of goods lying at the port of M/s. KVK Nilachal Power Private Limited As youare already aware, the company, M/s. KVK Nilachal Power Private Limited (hereinafter referred to.as “KVK"), Is under liquidation vide the order of the Hon'ble NCLT, Hyderabad bench dated 37 December 2021, and the undersigned, Mr. Rajendra Prasad Tak was appointed as the liquidator vide the same order. Claims were invited by the liquidator vide the public announcement dated 25" January 2021 but no claim was filed by your good office with the undersigned, ‘AS per the information and documents avaliable with us, certain goods/ material of the company Is lying 2t the port. Certain Bank Guarantees have also been issued in your favour against 100% Margin ‘Money deposit. ‘As pet Section 35 of the Insolvency ond Bankruptcy Code 2026, it shall be the duty of the liquidator to take into his custody or control all the assets, property, effects and actionable claims of the corporate debtor, and to protect and preserve the assets and properties of the corporate debtor. The relevant extract of Section 35(1) is reproduced below: © uate “35. Powers and duties of liquidator. ~ (1) Subject to the directions of the Adjudicating Authority, the liquidator shell have thé following powers and duties, namely: {a to verify claims of all the creditors; {b) to take into his custody or control all the assets, property, effects and actionable clalms of the corporate debtor; {e) to evaluate the assots and property of the corporate debtor in the manner 2s may be specified by the Board and prepare a report; (6) to take such measures to protect and preserve the assets and properties of the corporate debtor ashe considers necessary;" Unquote ‘The assets of KVK are lying at the port since a ong period of time, asa result of which they are getting obsolete/ deteriarated. Hence, n the Interest ofthe company and all the stakeholders, Its requestad ‘to kindly release the goods belonging to KVK, lying at the port, as well as the Bank Guarantees, since itrepresents the assets belonging to the company. gana el DRA PRASAD TAK” eaten ponsze2 71110951 + [email protected] aasecor™‘We wuld also like to bring your kind attention to the provisions of Section 238 of the Insolvency and Bankruptcy Code 2036, in accordance with which the provisions of the Insolvency and Bankruptcy ‘ Code 2016 shall have effect, notwithstanding anything inconsistent therewith contained in any other law forthe time being in force or any instrument having effect by virtue of any such law. In view of all the above, It Is requested to kindly release the goods of KVK lying at the port 2s will as the Bank Guarantees of KVK to enable undersigned to discharge his duties diligent, Regards FY rodn © eo RAJENDRA PRASAD TAK IBBYtes.era4o,09052612017- 1810951 Rajendra Prasad Tak Uguidator KVK Hllachal Power Private Limited In Liquidation 1BBI/IPA-001/1P-P00526/2017-18/10952« KV NILAGHAL POWER PRIVATE UBMITED -CUSTOMS BGS LST [HE PRESDENT OF SIO OEPUTYCOMNISSONER [cusrous, vssinAPaTAnt A/C VK NIACHALPOWER lnvare Unie f2eaicrmooors| 2600963 Plein [Wie PESO OF WTA, DEPUTY CONRESSIONEN GF lcusrous, sAxsAPATHANE A/C KVK HRACHAL POWER lntuare areD seo pescrwnonz3s| 2.703232 100 5.04205 —\— THE PESTDENT OF WTR, EP CONRUSSIGTER OF ISARLAPATIAA, AC KVR HLACHAL POWER, ENATED eae laemisrnooosis|_x3.n6s3 100 2306201 [THE PRESOENT OF WT DEPUTY COFISSIONER OF [custons, vssaqapATNat AC KVK NLACHALPOWER, lenare usareD onus |zzicrnom2s} 20018410 | aE RESET OF OTA DEPUTY COMRESSTONER GF lcustoms, saxnapaman, a/c vk MUACHAL POWER fswvare unsTeo ss701 lzescsmmonens| 3.57636 100 lzzo-2013 FE PRESSE OF NDIA DEPUTY COURASSIONEROF "SARHAPATRAM, ACME RILACHALPONER, ranare unareo sera a a) Loa [FRE PRESENT OF Woh DEFT COWBTESTONER OF Jcusrons, sasnAPATIAM, ACK NLACHALPOWER lavare nae sero rasscrwoncns| 2031057 ma soe [REPRESENT OFINOTA DERUTY CONRASTONEROF | CUSTOMS, VEAKAAPATHAM, AICHE MIACHALPOWER | roxy fnware reo lzescroorsss| _ 525.220 Laoeam xescricsis| 7 68 Top seam [REPRESENT OF NDIA DEPUTY COMMISIONEROF VISARHAPATAAN, NCRVK NUACHAL POWER VATE UNOTED coro) assicrmconaas| 125761500 oso REID OF ROTA, DEPUTY COMMESTONEROF customs, sAePATat, ACK NRAGHAL POWER lravare are sero) Lasncrmooosss] assez 2.042014 [nic SON OF WTR, DEPUTY CONDASTONER OF [Bron eanarasin acxvemacinroven | coor TED jasecrncooss| «28825 100 2200201 [FRE PREDOENT OF WTR, DEPOT CONDIESIONER OF |custons suiapaTiao, /CKVKNLACHAL POWER ravare ware sero. zzescrovoosss| 692738 109 [2208-201 |e PRESDENTOF INDIA DEPUTY COMIESONROF Icustous, vsscuaparnans, A/C KVR NLACHAL POWER louver use sero Lresirioooms| _ 1268685 ls-o0. 21 THEFISDENT GF NDR OEFUTY CONNESSTOMEROF | cep [USTONS, PARADEEP, CVE NLACHAL POWER PRIVATE semrernons| TOsOTESTS ie [oxo zeigriooisis| 23 35.640 oo fous 205 Tin RESOENT GF WIA DEPUTY COMNISSTONER OF |cusTONs, yaarand, ACK NLACHAL POWER PRIVATE luniTED Hyderabad sero lemcrmoormis| 433334 20a] lous 2m ppg 3. eISeee PRAISING OFFICER: USTOMS HOU! KKHAPATHN,e B.Sc, LLB, F.CA, ACS. LP. To 9% March 2022 ‘Mi. Ashish Kumar, Company Secretary and Vice President (Legal & Compliance) Gangavaram Port Limited Hansa Plaza,2™ to 4" Floors, Piot No. 798, Road No. 36, Jubilee Hills, Hyderabad ~ 500033, Telangana Dear Sir, Subject: Release of goods of M/s. KVK nilachal Power Private Limited ving atthe por, and release of Bank Guarantees Ref: Goods of KVK Nilacha! Power Private Limited lying atthe por, and Claim filed by you dated 15 February 2022 ‘Thisis with reference to the above, ‘As you are alreacy aware, the company, M/s. KVK Nilachal Power Private Limited {hereinafter referred to as “KVK"), Is under liquidation vide the order of the Hon‘ble NCLT, Hyderabad bench dated 17 December 2021, and the undersigned, Mr. Rajendra Prasad Tak was appointed as the liquidator vide the same order, Claims were invited by the liquidator vide the public announcement dated 25" January 2021 and your .g00d office submitted the claim as Operationol Creditor amounting to Rs.17,99,26,707, along vith the ‘applicable port dues from 21.01.2023 till actual clearance of cargo from the port, Interest @ 18% p.a. from 21.01,2022 til actual date of payment, Custom Duty amounting to Rs. 3,86,51,788 plus the ‘applicable Interest & penalty as per the lew. Claim amounting to Rs.27,99,26,707 plus Custom Duty amounting to Rs. 3,86,51,788, total amounting té Rs. 21,85,78,495, was admitted by the Liquidator, “which was also intimated to your good office vide mall dated 15% March 2021. ‘As per the Inforination and documents avallable with the liquidator, certain goods/ material of the ‘company Is lying at the port. Certain Bank Guarantees have also been issued in your favour against 100% Margin Money deposits. As per Section 35 of the Insolvency and Bonkruptey Cade 2016, it shal be the duty of the liquidator to take Into his custody or conteol all the assets, property, effects and actionable claims of the corporate debtor, ond to protect and preserve the assets and properties of the corporate debtor. ‘ pe Powe AD TAK ENDRA PRAS! sapinen.conP-PO0s2612017 110951 rptak@okesomaniicom * te9 The relevant extract of Section 35(1) is reproduced below: Quote “35. Powers and duties of liquidator. (2) Subject to the directions of the Adjudicating Authority, the liquidator shall have the following powersand duties, namely:~ (a) to verify claims of all the creditors; (6) to take into his custody or control all the assets, property, effects and actionable clalms of the corporate debtor; {c}to evaluate the assets and property of the corporate debtor in the manner as may be specified by the Board and prepare a report; (4) to take such measures to protect and preserve the assets and properties of the corporate debtor as he considers necessary;" Unguote ‘The assets of KVK are lying at the port since along period of time, asa result of which they are getting obsolete/ deteriorated. Hence, in the interest of the company and all the stakeholders, itis requested ‘to kindly release the goods belonging to KVK, lying at the port, as well as the Bank Guarantees, since itrepresents the assets belonging to the company. ‘The amount of caim admitted amounting to RS21,85,78,495 shall be pad in accordance with the provisions of Section 53 ofthe Insolvency and Bankruptcy Code 2036, which is reproduced below: ‘Quote “53. Distribution of assets,- ane : (4) Notwitistonding anything tothe contrary contalnedin ony law enacted bythe Parlament or any State Legislature forthe time being in force, the proceeds from the sale of the liquidation assets Shale dstrbuted In the folowing order of priory ond within such parod as may be speci, amelys- {a} the insolvency resolution process costs and the liquidation costs pad in fll {0} the foloving debts which shal rank equally between and among the following: {0} workmen's dues for the period of twenty-four months preceding the liquidation commencement diate; and (i) debts owed to.a secured creditor inthe event such secured creditor has relinquished security in the manner set out in section 52; (cl woges and any unpaid dues owed to employees other than workmen for the period of twelve ‘montis preceding the liquidation commencement date; (4) financial debts owed to unsecured creators; {¢) the following dues sholl rank equally between and among the following:- {any amount due to the Central Government and the Stote Government Including the amount to ‘be received on account of the Consolidated Fund of India and the Consolldated Furid of a State, if any, in cespect of the whole or any part ofthe period of two years preceding the liuliation commencement date; cme (i) debts owed to a secured creditor for any amount unpald following the enforcement of securlty interest; ! Mony remaining debts end dues; (a) preference shareholders, f ony; and (a) eauity shareholders or partners, as the cose may be." Unquote ! AP Zsa JENDRA PRAS A rapinpa-ooanP-Poos2sraot7- Aer 085 apt cory98 . We would alsa le to bring your kind attention to the provisions of Section 238 of the insolvency and Bankruptcy Code’ 2026, in accordance with which the provistons of the Insolvency and Bankruptcy Code-2016 shall have effect, notwithstanding anything inconsistent therewith contained in any other laws for the time being in force or any instrument having effect by virtue of any such law, In view ofall the above, it requested to kindly release the goods of KVK Iying atthe port as wall as. the Bank Guarantees of KVK to enable undersigned to discharge his duties dligently. Regards R pee PRASAD et JEN! cet08 3526/20 ipainPa-oinP-PO0® Rajendra Prasad Tak Liquidator KVK Nilachal Power Private Limited in Uguidation 'ai/IPa-001/1P-P00526/2017-18/10952 % Hee. ERs ITY PRAISING OFFICER. USTOMS HOUSE i, oR copt ‘VISAKHAPATNats Ane,BSc, LLB, FCA, ACS. LP. To 9" March 2022 ‘Mr. Tarun Kumar Panda, Deputy Commissioner Paradeep Customs Divison, Custom House; Paradeep, > Odisha -754142 Dear Sir, Subject: Retease of goods of M/s. KVK Nilachal Power Private Limited lying at the por, ard release of Bank Guarantees Ref: Your letter No, C.No, Vill-CUS-6(99)IMP/PDP/2012/11183 dated 30.12.2021 ‘This is with reference to your letter referred to above. ' ‘ As youare alteadyaware, the company, M/s. KVK Nilachal Power Private Limited {hereinafter referred to as "KVK"), Is under liquidation vide the order of the Hon'ble NCLT, Hyderabad bench dated 17 December 2021, and the undersigned, Mr. Rajendra Prasad Tak was appointed as the liquidator vide . the same order. 4 Claims were invited by the liquidator vide the public announcement dated 25" January 2021 in accordance with which the creditors were required to submit a fresh claim till the liquidation commencement date In the prescribed claim form. Since a claim was filed by you during CIRP, a mail ‘was also sent to you by the undersigned on 2° February 2021, followed by several reminders but no claim was submitted by your good office during liquidation. i However, as.per your latter referred above, since the amount of clalm during liquidation Is the same ‘as that submitted by you during the CIRP, hence, we adaiit the claim amounting to Rs. 14,31,17,018.49. ‘Ashas alreadiy been mentioned In your claim form, 2(Two} Bank Guarantees have been submitted by KVK, the detals of which are as follows: SL [Bank Guarantee [ BG Issuing [BG Expiry | Issuing Bank and] 8G Amountin Wo. | Number date Date address Rupees, 1. | 22681GFINDOISIS | 21.08.2017 | 22.04.2020 | UCO Bank, Hyderabad | 10,80,73,515, 2. | 22681GFINOOI625 | 21.05.2015 | 21.05.2020 | UCO Bank, Hyderabad 23,39,646 TOTAL 33,02,13,262, ‘As has been noticed from para 4 of your said letter, no goods of KVK are under your custody, However, as per our records, certain goods/ material of KVK is yingat the por, the detalis of which are attached as Annexure ~1. i Bye (or. RAJENDRA PRASAD TAK ‘Beinpa-oo1np-Poosasr2017-18/10951 rptak@kesonaniscom ay Mia JRAISING OFFICE! ‘USTOMS HOUS!4 cert As per Section 35 ofthe insolvency and Bankruptcy Code 2036, i shall be the duty of the iquidator to take into his custédy or control all the assets, pronerty, effects ond actionable cialms of the corperote debtor, ond to protect ond preserve te assets and properties ofthe corporate debtor. ‘The relevant extract of Section 35(1) is reproduced below: ‘Quote “35. Powers and dies of liquidator. ~ {2) Subject to the directions of the Adjudicating Authority, the liquidator shall have the following powers and duties, namely: {0) to verify claims of all the creditors; {b) to take into his custody or control all the assets, property, effects end actionable claims of the ‘corporate debtor; (6 to evaluate the assets and property of the corporate debtor in the manner as may be specified bby the Board and piepare a report; (€) to take such measures to protect and preserve the assets and properties of the corporate debtor ‘ashe considers necassary;” Unquote ‘The assets of KVK are lying at the port since a long period of time, asa result of which they are getting obsolete/ deterlorated. Hence, n the Interest of the company and all the stakeholders'tis requested to kindly release the goods belonging to KVK, lying at the port, as well as the Bank Guarantees, since [represents the assets belonging to the company. ‘The amout of claim admitted amounting to Rs. 14,31,17,028.49 shall be pald In accordance with the provisions of Section 33 of the Insolvency and Bankruptcy Code 2026, which is reproduced below: Quote "53. Distribution of assets. ~ (a) Notwithstanding ony thing to the controry contained in ony lawenacted by the Perllarent or any State Legislature for the time being in force, the proceeds from the sale of the lquldatlon assets shall be distributed In the following order of priority and within such period os may be specified, amely:~ aN ee {c) the Insolvency resolution process costs and the liquidation costs patd In ful {)the following debts which shall rank equally between and among the followlnge+¢~~ (9 workmen's dues for the period of twenty-four months preceding the liquidation commencement date; ond Ui) debts owed to a secured creditor in the event such secured creditor has relinquished security in the manner set out in section 52; {e] wages end any unpaid dues owed to employees other than workmen for the petiod of twelve ‘months preceding the liquidation commencement date; {4) financial debts owed to unsecured creditors, {e} the following dues shollrank equally between and amorig the following: 1) any amount due to the Central Government and the State Government including the amount to be received on account of the Consolidated Fund of India ond the Consolidated Fund of a Stote, If any, in respect of the whole or any part of the period of twa years preceding the liquidation commencement date; {i debts owed to a secured creditor for eay emount unpaid following the enforcement of security Interest; (fhany remaining debts and dues; (Gh preference sharehokiers, any; and {h) equity shareholders or partners, as the case may be." Unquote ‘We would also like to bring your kind attention to the provisions of Section 238 of the Insolvency and Bankruptcy Code 2026, In accordance with which the provisions of the insolvency-and Bankruptcy 7 fa im 95" ipauipasnnne.po0s2e2017-160er 4 : la axe Tats aat have eect, notwthstancng anything inconsistent therewith contained in anyother {aw for the time being In force or any Instrument having effect by virtue of any such law. Inview of ail the above, it is requested to kindly release the goods of KVK lying at the port as well as the Bank Guarantees of KVK to enable undersigned to discharge his duties diligently. + Regards _ on og ks Lo ‘ tp oa PO0S26I2007-% jendra Prasad Tak Liquidator VK Nilachal Power Private Limited ~In Liquidation 1861/IPA-001/1P-P00526/2017-18/3095%x ” ‘Annexure—1 . ist of material lying at Paradip port ‘S.No. MATERIAL Total Grow | TotalNet [SHIP] Weight (Kgs) | no | bocation T |Eeonomizer Hanged Tube (Partial | 1,18,649.00 S22 ; Shipment) Paradip 2 [feat Insulation Outer Casing | 409,348.00 | —3,90,553.00 | S22 Paradip S[Other Headers 36,900.00 BTS00G0 S22 %_ | Sha Seal System FSS9D000 | ROR AORGT PSB = ei te nx 265 Sz Dabricating OF System DC %_[Partial Wator-Steam Sampling | 3,500.00 7900.00 |S), Equipment ‘aradip 7. [Turbine Misceliancous Equipment) 6843.00 So |S), (Partial Shipment) aradip & | Chemical Dosing Device 9,500.00 6500.00 | S23 : Paradip 9. |CA Miscellaneous Equipment | 78,590.00 70,250.00 | S32 {Partial Shipment) Paraatp 6.” [Winn Steam Main Fecdwater, Hot Jand Cool Reheat Pipings (Partial | 80,322.00 1,772.00 | $-22 Shipment) A Paradip 1. [Chemical Water Miscellaneous 3,000.00 F000 | SFE a Equipment one Ta, [High Pressire Heater TAGE O0 | 138 RTT00 SAE TS, [Tovlatng Paton Super-Heater | LiLaT.OO | S7AATLOD | S22 Pa 14._|Soot Blower angi Piping TARSROT | URESTEIO | S3R TOTAL TOSSED | SSR ACTAL | Kes. Parneds i bem PRASAD TAK ENORA ae Pee Bane ‘oF USTOHS HOUSE . ISAKHAPATNAM ee acne FICER18 163 GANGAVARAM PORT LIMITED Regd. ofc: fies Pee a Pot ho 738: Reaa No. 36 ‘bles ile, Hyaerabed £00 032. ‘in Uesbsdveaoe P.cos7e61 ‘March 14, 2022 ie Wed Fsnagangararamcom To ‘Shri Rajendra Prasad Tak, Reg.No.1BBI/IPA-001/IP-PO0S26/2017-18/10952. ‘M/s. KG-Somanl & Co., Chartered Accountants, 3/15, 4" Floor, Asaf Ali Road New Delhi- 110002. Email: kuknilachalkgs2019 @ gmall.com/[email protected] Dear Sir, Sub: Liquidation of M/s KVK Nilachal Power Private Limited 2 Ref: Your Letter dated March 9, 2022 ‘We wish to bring to your kind notice that we, Gangavaram Port Ltd, are only a Custodian of Cargo as per Section 45 of The Customs Act, 1962. The material imported by M/s KVK Nilachal Power Private Limited, which is lying at our port was imported during the year 2012-13. Since M/s KVK Nilachal Power Private Limited has not yet paid the applicable Customs duty on the said imported cargo and cleared the same (as acknowledged by your kind selF-vide your letter referred above), the same is under the control of The Hon’ble Commissioner of Customs, Visakhapatnam. We also wish to place on record that M/s KVK Nilachal Power Private Limited has never furnished any Bank Guarantee In favour of Gangavaram Port Ltd. We also reiterate that as acknowledged by your kind self, an amount of Rs. 18,19,29,519/- (Rupees Eighteen Crore Nineteen Lakh-Twenty Nine Thousand Five Hundred and Nineteen only) is payable to Gangavaram Port Ltd as on the date of Liquidation of M/s KVK Nilachal Power Private Limited towards Port dues and Storage Charges for the aforesaid imported Cargo. pas Stag aay PPRAISING OFFICER, sTOMS HOUSE: BAVISAKHAPATNAIs We therefore request your kind self to obtain Permission from the office of The Hon'ble Commissioner of Customs, Visakhapatnam and arrange to make aforesaid outsta payment to Gangavaram Port Ltd to enable us to handover the physical possession of the Cargo lyi our port imported by M/s KVK Nilachal Power Private Limited. ‘Thanking You For Gangavaram, he i Vice-President (Legal & Compliance)Mc. Lekendra Sharma AGM 1UCo Bank Flagship Corporate Branch (2268) 63-1108, Ground Floor, Navabharat Chambers, Raj Bhavan Road Somajiguda, Hyderabad - 500 082 Dear Sir, Subject: Bank Guarantees issued in the favour of Custom Authorities Ref: Our meeting held on 15 March 2022 ‘As you ore already aware, several Bank Guarantees have been issued by your bank atthe request of KVK Nilachat Power Private Limited (hereafter referred to as “KVK") in favour of Custom Authorities against Margin Money Deposits. Consequent upon the Initiation of CIRP in the case, and subsequent Iiquidation claims have been racelved from the Custom Authorities forthe port dues, Custom Duties, and other applicable charges due to them, the beneficiaries ofthese Bank Guarantees, the.cetall of which are as follows: = Name of daimant Rmountat dai Dotaliof dais No. admitted TL | Paradeep Customs Division, Custom 14,31,17,018,49 | Custom Duty anual itouse, Paradaep, Orissa-758142 2. | Paradip Port Trust, an Autonomous "20,39,380.00 | Port dues ee body under the Ministry of Shipping | Z| Gengavaram Port timited Finis 78,495.00 [Custom Duty andro dues _ | ga resultof admission ofthe elsim as Operational Cresiors, ofthe above partes, which wil be pal in accordance with the provisions of Section 53 of successful e-auction of the business of the CD as a going concern, have the right over the goods lying a Inview of the above a the Insolvency and Bankruptcy Code 2026 upon the the Custom Authorities coase to 4 the ports, as well as the Bank Guarantees submitted with them. snd keeping in mind our discussions tn the meeting held on 1S March 2022, you are requested to please attend to the following: 1 2 No further BGs referred to above are to be renewed in favour of the Custom Authorities in future, and these needs to, be treated as cancelled Margin Money Deposits are to be released on getting o confirmation from the Custom ‘Authorities in this regard, NORA eee ‘Bel a ee retae rptak@kesomanicom os +» (06 vou may please seck legal oplafon from legal department of your bank and do the nee at the earliest. We solicit your kind co-operation in the matter, Letters adress tothe Custom authorities fr release tot goocs and Bank Guarantees are enclosed for your ready reference, Please acknowledge the reclft of this etter. a (RAI ne PRASAD AK we Prenp en952612017-18/10951 Rajendra Prasad Tak Liquidator -KVK Nllachal Power Private Limited Enclosed: as stated above and ist of Bank Guarantees issued on behalf of VK Nflachal Power Private Limited% soe an nrepute-A- 8 was @ cco sank eat arse fare aT ‘Honours your trust FCCHyd/KVK/2021-22/220 Date: 31.03.2022 to Mr. R. P. Tok Uquidator - KVK Nilachal Power Private Limited Dear st, st : of 1s Department agai : We wish to inform you that our Bank has issued. 17 BGs amounting fo Rs. 40.17 crores in favour of Customs Depariment on behalf of KVK Nilachal Power Private Limited. Customs Department vide their lefler no F No. $23/3/2012-AP(PT.X) dated 15.02.2022and_F No $23/3/2012-AP(PT X):dated 09.03:2022 has requested our Bank for Extension of the BG or else fo invoke the Bank Guarantee and fo pay the proceeds fo them: We attach the copy of customs leller for your reference and records ‘St.No. BG No. ‘Amount (in Rs} Expiting on 1 22681GFINOOOTIS: 36,09,961.00| 02.04.2052 2 ‘Z36BIGFINOGODIS 2,70,12.134.00] 15.04.2022, 3 ‘226BIGFINOOO615 1,63,18,653.001 22.04.2022 4 ‘226BIGFINOOIOIS 40,31,057.00| 22.04.2022 Ss 226BIGFINOOTII5 §80,71.272.00] 22.04.2022 é ‘2268iGFINOOT215, 2,00,18,410.00] 04.2029 7 ‘2268iGFINOOI4I5 11,87,636.00] 22.04, 2029 g ‘226B1GFINODI315 46,25,220.00) 10.05.2022 9 ‘226B1GFINOOOSIS °2102,67,169.00] 10.05.2022, io ‘2268IGFINOOOATS 12,67,61.509.00] 10.05.2022 ‘As per your letter sent by mail on 15.03.2022 it was informed that the Cusioms Deparment has submitted thelr claims for‘an amount of Rs, 36,27.34, 893.49 for port dues, custom duties and other applicable charges due ond as. the Customs authorities has submitted claim and their claim is to be treated as operational creditors and in the letter it was requested that no further BGs to Custorns authorities ate to be renewed in favour of the Customs Authorities in fulure and these needs fo be treated as cancelled. We request you fo kindly get a confirmation etter from Customs Department for the some ond ‘kindly awange for Refun of Original Bank guarantees to Bank as mentioned above . If the letters from Customs Authorities ore delayed kindly arronge for extension of BGs. We request your kind cooperation in this matter. With regards, Yours faithfully, Encl : Customs Letter dtd 15.02.2022 and 07.03.2022 . Flagship Corporaie Branch, é-9-1108, Grovad Floor, Navabharal Chambers Raj Bhavan Road, ‘Somajiguda, Hydérabad-500082; Phone No.040 2341 3341, 040 2340 3362 : Fax No, O40 2341 193: lot 3361,£mall_id : [email protected]; hydtc [email protected] Re SN wk “SING OFFICER; Feels HOUSI "A KHAPATN/ not cor*7 Daté: 05:04.2022 To. ‘The Mariager, Uco Bank, ae 47-1020, 1 Floor, . fag Dwaraka Plaza, 1 ey Dwarekenagar, Visakhapatnam-530 016. x Sir, Sub:- Invocation of Bank Guarantees - Te: ' eee ered tng SOOT. rn ed The Following Bank Guarantee is executed by you 0” behalf of M/s KVK ‘Nilachal Power Pvt Ltd. a ‘Si, No. BG. No Dated_ Amount (mRS)_] 1 7 Pai erin ootsia | 24.30.2011 7,00,00,000/- | 2, M/S KVK Nilachal Power Limited failed to fulfil their obligation which was placed capital goods for which the above evidence even after documentarycusTOM HOUSE ‘AP: (0891) 2564552: _ ra: (0891) 2562613 FAX 1 (0891) 2562613 rcomml-cusviK@ nov. 7 pate: 05.04.2022 “HL / FNOSZ3/04/2020-A? (BG Cell) To : ‘The Manager, UCO Bank, i 6-3-1108, Ground Floor, \Navbharath Chambers, Rajbhavan Road, Somajiguda, Hyderabad-82 [email protected] /[email protected] 7 Sir gub:- Invocation of Bank Guarantees - reg. @OEGO. : KVK a ‘The Following Bank Guarantee is executed by you on behalf of M/s Nilachal Power Pvt Ltd. + Pane] BG.No Dated Amount {in Rs.) 7 1 | 2268 1GFINOOO115 | 02.04.2015 3609961. [212268 igFno00615 | 23.04.2015 16318653 [731 226s iGFinoor015 | 23.04.2015 4031057 [aT 2268 iF 001115 | 23.08.2015 ‘58071272 ___5__| 2268 1GFIN 001415 23.04,2015 1187636 6" 22681GFN 001215 [23.04.2015 20018410 7+ 2368 1GAIN001315_| 23.04.2015 4625220 2288 IGrin 000315 |" 23.04.2015 | ___20267169 ‘92268 1GFIN Q00415 | 23.04.2035 128761509) . 10 2268 IGFIN 000515 |” 23.04.2015 886862 {2268 IGFIN 000715 | 23.04.2015 4288254 {2258 IGFIN 000815 | 23.08.2015, 1266685 - | 2268 IGFIN 000915, 692718 2258 IGFIN 000215 risa 291037540 2 M/S KVK Ni i eee ane lier = Limited failed to fulfill their obligation which was placed Pena read : petite / concessional duty capital goods for which the above . lapse of more than 6 years, te Satisfactory documentary evidence even alter 3. Therefore, it is devi c cided to proceee Gusrantees, Accordingly you ere ° Lee with invocation of the subject Bank tem the proceeds hy way of Demat 10 invoke the above referred BGs an; Visakhapatnam’ on priority basic fall in favour of *Commissioner of Custom! ae : "ea / Nouleihdgii ies og ae : PRAISING OFFICERS SSS e CUSTOMS jue ce SVISAKHAPATINA COP ea. 9a, arresr 7EL RRS TSC RRGRRAT ~~, Ta gaT eerere (ee aera wea :"16 > Firwencee Ar KVK Nilachal Power Private Limited * Under Liquidation Process Rajendra Prasad Tak (Liquidator) MINUTES Minutes of the First Meeting of Stakeholders Consultation Committee (SCC) of M/s KVK Nilachal Power Private Limited (Corporate Debtor) convened pursuant to Regulation 31A of the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulation, 2016, held through video conferencing on Monday, 5 April, 2021, commenced at 12:30 P.M. and concluded at 01:30 P.M. PRO! ‘The Chairperson welcomed the members of the SCC. The Liquidator stated that much through he wanted thatall the SCC members attend the meeting in person, the increased number of COVID cases all over India has forced himn to hold the meeting through Zoom, He requested all to take care of their health. ‘The Chairperson proceeded for the rol! call of the members of the SCC. It was noted that all the members of the SCC were present. At the outset, the Liquidator requested the legal counsel of Teknow Overseas Private ited to leave the meeting as the meeting was opened only to the Members of the SCC, ‘The Legal Counsel of M/s Teknow Overseas Private Limited, ie, M/s. Vakils Associated left the meeting. Part Participants ~] 1. Representative of Financial Creditor- 1. Representatives of Financial Creditor- Power Finance Corporation Limited S.No. [Name@oftheClaimant | Designation ~ Mode of Presence 1 ‘Mr. Madan Mohan Illa | G.M, Projects Video Conferencing 2 Ms. Shelly Gupta DGM- Legal Video Conferencing | + [3 | Mr. Ravi Bhatt Deputy Manager, Projects | Video Conferencing Cae | Anea > cae 7 Il, Representative of Financial Creditor- HUDCO [ S.No: }]-Name of the Claimant Designation ~.- _- | Mode of Presencé, [Mr Madhukar Ugemugu _[ AGM- Projects Vicieo Conferencing Ui, Representative of Financial Creditor- India Infrastructure Finance Company iimited EINo,,| Naticoftie Cuinane [Designation se, ~, [Mode of Presence: [Me jwnglary Basumatary | Manager Video Conferencing z Mr. Akshay Video Conferencing IV. Representative of Financial Creditor- UCO Bank S.No. |. Name of the Claimant_..| Designation, | Modeibr Presence, 7 [Mr.Amol ®Mandare | AGM Video Conferencing 2___ [Mr.B Visweswara Rao__| Sr. manager Video Conferencing 2, Representative of Workmen/ Employees (S.No. | Nameofthe Claimant. i Mr. KTeilok Kumar Video Conferencing 3, Representative of Government Department: Assistant commissioner of Goods and Service Tax & Central Excise (GST & Central Excise) Bhubaneshwar Division S.No... [Name ofthe Claimant ~ 0." [Mode-of Presence, 5 1 Mr Anjan Kumar Video Conferencing 4, Representative of Operational Creditors where claims of such creditors admitted during the liquidation process is less than 25% of liquidation value - Teknow Overseas Private Limited SiNon. [Namelsfthe Representative, ~ | ModeofPrescnce 1 Mr, Madhav Gupta Video Conferencing | {-r- s nee PEbP RES a5 es, PRAISING OFFICER CUSTOMS HOUSE: - BRVISAKHAPATNAM S| ahecor* ———_...4 2 5. Representative of Operational Creditors where claims of such creditors admitted during the liquidation process at least 25% of liquidation value- (S.No, -[Naine ofthe Representative Mode of Presence i Mr. Yogeshwar (Power Grid Corporation of | Video Conferencing India Ltd.) 2 Mr. Ashish Kumar (Gangavaram Port Limited) | Video Conferencing fy 6 Legal Retainers [S:No. [Namie of the Claimant |. Designation ModeofPresence | Lh Mr. Rahul Kumar [Legal Counsel Video Conferencing aa 7. Valuers Ss | Name of the Representative Designation Mode of Presence No. 1 Mr, Arpit Sharma & Mr. Abhishek Valuer Video Conferencing ‘Tinjani- RBSA Valuation Advisors LLP 2 | Mr, Debasis Bhattacharya, Resolute | Valuer Video Conferencing |__| Valuers and Consultants Private Limited aed a 8, Shareholders Sy ‘Name ofthe ~~ “| Designation, Mode of Presence No. | Représentative * 1 [Mr K Vijay Kumar Shareholder, Promoter | Video Conferencing and Erstwhile MD. 9, Liquidator & Team ‘S.No, | Name itt Designation ‘Mode of Presence 1] 1 Wir. Rajendra Prasad Take | Liquidator Video Conferencing | 2 Mr. Vik. Gupta Se Advisorand|P | VideoConferencing | 3 Mr. Yusuf Shab Khan “Asst. Advisor ‘Video Conferencing | 4 Mis. Aakriti Jain ‘Asst, Advisor and CA | Video Conferenci !U3 [Parez Matters Discussed After the roll call, the Liquidator apprised the Members of the following- 1. Liquidation of the Corporate Debtor ‘The SCC members were informed that the Liquidation Order of the Hon'ble NCLT Hyderabad cated the 17% December 2020 was received by him on 20" January, . 2021, andas such, he has taken 20.01.2021 as the Liquidation Commencement Date. All the members took note of the same, * 2, Public Notice for inviting Claims All the SCC Members noted that the public notice in the case was published om25™ January, 2021 in Economic Times (All India) English Edition, Benadu (Telgu), and Dharitri (Odiya) to ensure wider circulation of the same for the stakeholders to submit their claims. The members were further informed that emails were sent to all the creditors who have lodged their claims under CIRP- followed by reminders ‘witha view to ensuring that the creditors lodged the claim well in time. 3. Appointment of Registered Valuers ‘The members of SCC were explained that the valuation reports at the time of CIRP were quite old; more than one year old, Fresh valuations were got done by appointing the same valuers as were appointed for carrying out valuation at the time of CIRP, i. RBSA Advisors and Resolute Valuers & Consultants Private Limited. ‘This has been done keeping in view the twin objectives oft i, That these valuers are already conversant with the Corporate Debtor and assets ofthe CD; and iL We could able to'seek concessions from them viz RBSA Advisors agreed to do fresh valuation by charging Rs.7,00,000/- plus GST against Rs. 7,50,000/- ’ charged by them for carrying out valuation at the time of CIRP, Sinullarly, Resolute Valuers & Consultants Private Limited, agreed to charge a fees of Rs. _ z | PAB SRG at ‘ PPRAISING OFFICER: ECUSTOMS HOUS VISAKHAPATNAM,n 6 5,50,000/- plus GST as against [%s.6,50,000/- chayged by them for carrying out valuation atthe time of CIRP. All the members of the SCC took note of the same. Opening ofa separate banktaccount The liquidator apprised the members that in terms of Regulation 41(1) of IBBI (Liquidation Process) Regulations, 2016, The liquidator shall open a separate account of the Corporate Debtor followed by words “Liquidation” for receipt ofall the amounts due to the Corporate Debtor, ‘The liquidator further apprised the members this as was being done under CIRP, the expenses incurred on conducting the liquidation (other than liquidation fees to be recovered from the sale of Assets of CD in accordance with the provisio contained in IBC 2016) are being met out of TRA accountof the CD maintained with UCO Bank, Hyderabad. However, to ensure that the Instructions contained in the Cade are meticulously followed, we have opened a separate account with Bank of Maharashtra, Asaf Ali Road, Delh! in the style "KV Nikachal Power Private Limited (in Liquidation). The liquidator further sought the permission of the SCC to transfer amount of expenses as was approved by COC in its meeting hele-on 16! March/17" March,2021 from the TRA account of the CD, to the new account referred to herein fore,asthe said amount is to be contributed by the Financial Institutions aspertheir voting shares, The SCC members agreed and took note of the same, Liquidation: by Sale of Corporate Debtor asa‘Going Concern ‘The liquidator placed before the members a copy of the minutes of 8 COC held on 416% March/17 March, 2021 in terms of which decision was taken to sell the Corporate Debtor as a Going Concern, Steps taken by the Liquidator during the interim period of Liquidation ‘The liquidator apprised the members that he along with his team visited the plant site at Cuttack on 17% February followed by visit to the Corporate Debtor and UCO Bank at Hyderabad on 18% February. Shri RK Mukherjee, Regional Head, and Shri Madhukar Ugemugns, AGM Projects, from HUDCO, Bhubaneshwar accompanied the undersigned at the plantsite. During the visit to the site, extensive discussions were hold with the Security Agency with regard to proper security of the assets lying at the plant site.» A gist of the email sent to Corporate Debtor covering the action points is annexed herewith as Annexure- 1. ‘This was followed by visit to the office of the CD on the 18" February 2021, at Hyderabad. While apprising the CD of the action taken/our observations during the visit to the plant site, the CD informed that he had already sold approximately 425 acres of phase Il land, and therefore the land available to the Liquidator for E auction would be 350.acres only; the land mortgaged by the CD to PEC. Expressing our concern as to why this was not disclosed to the liquidator / Resolution Professional eavtier, the CD was conveyed that we would examine the issue legally and in consultation with PFC. On 19% Feb 2021, we recelvedan email from Hindupur Bio- Energy Ltd. stating that they had already purchased land of approximately 425 acres from KVK Nilachal Power Private Limited by entering into “Agreementto Sale” in August2019. A copy ofthe mail received from Hindupur Bio- Energy Ltd. together with enclosures was sent to our Legal Counsel, Based on the opinion from the Legal Counsel, we replied to the mail to Hindupur Bio Energy Litd. on the 24 March, 2021, advising them that the said transaction is void ab initio and that the said land forms part of the Liquidation estate of the CD. Copy attached as Annexure-2. On receiptofa further mail from Hindupur Bio- Energy Ltd, we, again in consultation with our legal counsel, reiterated our'stand vide aur email dated 1*April, 2021,a copy of which is annexed herewith as Annexure-3. . Issues related to thte Security Agency ‘The Liquidator apprised the members of SCC that approval has already been granted for installation of six solar lights together with the 2KV solar invertor involving total expenditure of Rs, 3,37,000 as per the specifications contained in Nimbus Techno Solutions letter dated 23" March, 2021 except that payment in this regard shall bereleased within seven days from the date of successful installation ofthe solar lights and invertor. Inasmuch as hiring Hydra and manpower is concerned, the Liquidator apprised the Members that he has already given the approval to incur an expenditure not exceeding Rs. 97,200, as recommended, for the purpose of shifting of machinery lying scattered all over the place at the site, to ensure better security. Appointment of Shri Sharad Maheshwari for preparation of Information Memorandum vod, fl) 2-— oA PPRAISING OFFICER, USTOMS HOUSE: 3 VISAKHAPATNAM “ US% ‘The liquidator apprised the members that with a view to ensuring better marketing of the business of the CD, he has arranged for appointment of consultant for preparing a sort of information Memorandum at a himpsum fees of Rs. 50,000+GST. A copy of the Information Memorandum submitted by the consultant is annexed herewith as Annexure- 4. ‘The members took note ofthe same. Non stibmission of documents of Title to land by the Corporate Debtor ‘The liquidator requested the PFCand the CD.to forward the original title documents pertaining to the properties mortgaged / belonging to the Cb. He further apprised that despite repeated requests to the CD to furnish title documents in respect of 425, acres of land, allegedly sold by.agreement to sell to Hindupur Bio- Energy Lid, so far he has not provided the same, SCC noted the same. : 110:Filing of application for Non- cooperation ‘The Liquidator apprised the members that he has already directed his legal counsel to file a case of non-cooperation against the Corporate Debtor before the Hon'ble NCLI and seeleits direction to the CD to submit the documents of 425 acres of land to the Liquidator, Shri K. Vijay Kumar, Ex-MD of the CD, explained his part of the transaction and sought a time of one week to sort out the issues with PFC, the lead Lender. ‘The liquidator responded to the request of the CD by observing that he could put forth his arguments béfore NCLT for them to take a view in the matter. The Legal Counsel of the liquidator requested the CD to forward the documents of title t@ the land in question to the liquidator without further loss of time. ‘The representative from PRC assured to furnish the title documents shortly. 11. Request received from Patwari Attah and its reply thereon * ‘The Liquidator apprised about the receipt of the letter received from the office of Panchayat Samiti, Athagarh, addressed to the MD. KVK Nilachal power Plant Khuntuny, requesting to permit him to construct a road on some portion of the land Fred [L—- % PRAISING OFFICER. custous HOUSE a apt cop¥ PEE VISAKHAPATNAM fend LRunder occupation of the Liquidator. The letter was replied vide our email dated 26% February, 2021 after seeking the legal opinion from our Legal Coimnsel. A copy of the said email dated 26% February, 2021 addressed to CTC Athagarh is annexed herewith as Annexure: 5, So far, we have fot received any further communication from them. The Members ofthe SCC took note of the same. 12.Closure of Transaction Audit Report ‘The Liquidstor apprised the Members,of the SCC about closure of the Transaction Audit Reportatter seeking comments of the financial creditors vide our email dated 28 December, 2020 followed by anothef email dated 11"* January, 2021. Copies of both the emails are annexed herewith as Annexure- 6&7. SCC took note of the same. 13.1ssues related to Unpaid Capital 7 ‘While perusing the audited financials of KVK Nilachal Power for the FY 2019-2020, it was observed that there are 1,68,64,600 partly paid up shares of Rs, 10/- cach. In terms of Regulation 40 of the IBBI (Liquidation Process) Regulations, 2016, the Liquidator is to realise the uncalled/ unpaid capital contribution. Accordingly, we have sent an email on 2nd April, 2021 to all the shareholders to remit the uncalled: capital of the CD, together with arrears, if any, due to the calls made.prior to the liquidation, within 15 days from the receipt of this notice. A copy of the mail dated 2nd April, 2021 is annexed herewith as Annexure- 8. ‘The Members of the SCC took note of the same, 14.Status of Relinguishment of security by all the financial creditors in favour of Liquidation Estate. ‘The Liquidator apprised the Members ofthe SCC thatall the financial creditors have since relinquished their security in favour of the liquidation estate of the CD. 15. \uction Document ‘The ‘Liquidator further apprised the Members of the SCC that the E-Auction + Information Document is ready for Inviting the prospective investors, ‘The date of s-Auction has been fixed for 19% April,2021 keeping in view the timeframe directed by the Hon'ble NCLT, Hyderabad Bench, Pr [)-— w PRAISING OFFICER, CUSTOMS HOUSE até cor¥ MISAKMAEATHAMw ‘There being no further items for consultation, the meeting concluded with thanks to the chair. 2 RAJENDRA PRASAD TAK By ze 2-—eainpa.oosmp-P00s26/2017-18/10951 win Prasad Tak . Liquidator & Chairperson IBBI Reg. No. 1BBI/IPA-001 /IP-P00526/2017-2018/10951 Email id: [email protected] Address: 3/15, 4th Floor, Asaf Ali RoadNew Delhi- 110002 Date: 8 April 2021 Place: Delhi uy% (4 [Anrexvse - Pid Golly) E-AUCTION PROCESS INFORMATION DOCUMENT Invitation for Bids for E-Auction of Assets of KVK Nilachal Power Private Limited (In Liquidation) Date of E-Auction Announcement — 8th April 2021 Date of E-Auction —19th April 2021 On Portal; https://right2vote.in, www.kgsip.com and www.kvknilachalpower.com Issued by Mr. R.P. TAK Dated: 8th April 2021 Liguidator of KVK Nilachal Power Private Limited- In Liquidation KG. Somant Insolvency Professionals Private Limited IBBI Reg. No: IBBI/APA-DOL/IP-P00526/2017-18/10951 Office: 3/15, 4 Floor, Asaf Alt Road, New Delhi 110002 Email: kyknitachalles201 [email protected] Phone: 011-41426262, 9313102552 1[Page m tsead ae RAISING OFFICER: @ CUSTOMS HOUSE 2g SISAKHAPATNAM 3H(20 Notes: 4) This E-Auction Information Document is issued only for the Interested Bidders. b) Terms and Conditions, procedure, and deadtines etc. for participating in the proposed E- Auction are provided .in the B-Auction Process Information Document. The timelines, notifications, updates, and other details for the E-Auction Process can be sought by emailing on: kvknilachalkes2019@emailcom or may be downloaded from the website wwwarigh!2vote.in or www.kesip.com or www.kvknilachalpower.com. ©) Bidders desirous to submit their Bid have to submit their bids on B-auction Portal https:i/right2vote.in after deposit of EMD and submission of required documents. e xe “te INDEX Sl. no. Particulars | Page No. He ‘DISCLAIMER. 4-6 2 INTRODUCTION 7. 3 "THE CORPORATE DEBTOR AND ITS ASSETS OVERVIEW. 8 4 ‘DEFINITIONS 9-10 3 : BID PROCESS 11-13 6 - ‘ELIGIBILITY CRITERIA 14 7 DOCUMENTS REQUIRED TO BE SUBMITTED TO ASCERTAIN 15 ELIGIBILITY OF THE BIDDER(S) 8 PHYSICAL VERIFICATION AND SITE VISIT 16 9 ‘DUE DILIGENCE. 17 10 ‘DETAILS OF ASSETS OF THE CORPORATE DEBTOR TO BE 18-19 AUCTIONED AS GOING CONCERN AND RESERVE.PRICE. it ‘E-AUCTION DETAILS 20 12 EARNEST MONEY DEPOSIT 21-22 13 DECLARATION OF SUCCESSFUL BIDDER(S) 23-24 id FRAUDULENT AND CORRUPT PRACTICES | 25, 15, ‘COSTS, EXPENSES AND TAX IMPLICATIONS 27 16 GOVERNING LAW AND JURISDICTION 28 17 TIMELINES ~ 29 18-1 "ANNEXURE I: FORMAT FOR AFFIDAVIT AND UNDERTAKING 30-33, CONFIRMING ELIGIBILITY. 18-11 ANNEXURE Il: BID APPLICATION FORM FORMAT FOR 34-36 AFFIDAVIT. 13-0 “ANNEXURE Mil: FORMAT FOR DECLARAION BY BIDDER(S) 37-38 18-1V "ANNEXURE IV: TECHNICAL TERMS & CONDITIONS OF E- 39-40 AUCTION SALE PROCESS 18-V "ANNEXURE V: FORMAT FOR LETTER OF INENT 41-42, 18-VI ANNEXURE VI: DESCRIPTION OF ASSETS OWNED BY THE 43-50 CORPORATE DEBTOR. 18-VIT ANNEXURE VI: CONFIDENTIALITY AGREEMENT 51-59 3|Page 4 aes ac: Rae. i PPRAISING OFFICER! CUSTOMS HOUSEE WSAKHAPATNAMSvis 1. DISCLAIMER ) iid) i”) ” vii) viii) ‘This Document is personal and specific to each E — Auction Participant/ Bidder. This document is issued by Mr. R.P. Tak, the Liquidator M/s KVK Nilachal Power Private Ltd. (In Liquidation) for general information purposes, to provide general information only, without regard to specific objectives, suitability, financial situations, end the requirements of any particular person, The purpose of this document is to set out the process for submitting E-Auction bids for sale of Corporate Debtor (M/s KVK Nilachal Power Private Ltd) (In Liquidation) or its business as a going concer in accordance with the IBC 2016, This Document is not a statutory document and it has not been approved or registered with any regulatory or siatutory anthority of Government of India or any state Government. Nothing herein or in materials relating to this Document i intended to be construed as fegal, financial, accounting, regulatory or tax advice by the Liquidator. ‘Neither this Document nor anything contained herein shall form the basis of, or be relied upon in connection with any contract, agreement, undertaking, ‘understanding ot any commitment ‘whatsoever. This Document does not solicit any action based on the material contained herein. ‘The information in this Document, is collected from many sources including the Corporate Debtor and hs not been independently verified by the Liquidator, ‘While the information in this document has been prepared in good faith, no representation or warranty, expressed or implied, is or will be made and no responsibility or liability is or will be accepted by the Liquidator, the Company or by any of its officers, employees or agents in relation to the accuracy, fairness, authenticity or completeness of this Document or any other written or oral inforimation made available to any interested party or its advisers and any such lability is expressly disclaimed. In so far as the information contained in this Document includes current or historical information, the accuracy, adequacy, authenticity, correctness, fairness, and completeness of such information is not guaranteed by the Liquidator. By aeceptance of this Document, the E-Auction Participant(s) shall be deemed to have acknowledged that it has not relied upon any representation and warranty ‘made by the Liquidator, This document has not been filed, registered, reviewed, or approved by any statutory ot regulatory authority in India or by any stock exchange in India or any other jurisdiction, This Document has not becn approved, reviewed, or recommended by SEBI or any statutory agency ote, pe Ratt BRET PRAISING OFFICE! ECUSTOMS HOUSE: ASAKHAPATNS [22x» xi) xii) xiii) xiv) xv) Neither the Liquidator, nor his professional advisors, legel associates, affiliates, directors, employees, agents, representatives or managers or managers of the process shall be liable for any damages, whether direct or indirect, express or implied, incidental, special or consequential including loss of revenué or profits that may arise from or in connection with the use of this Document, including for the E-Auction Participant(s)/ Bidder not being selected as Successful Bidder(s) or on account of any decision taken by the Liquidator. This Document and information contained herein or disclosed pursuant to the terms of this Document or any part of it does not constitute or purport to constitute any advice or information in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed, or published by the recipient without prior written approval from the Liquidator. Distributing or taking/ sending/ dispatching/ transmitting this Document in certain foreign jurisdictions may be restricted by law, and Persons into whose possession this Document comes should inform themselves about, and observe, any such restrictions, ‘The Liquidator and/ or the Corporate Debtor give no undertaking to provide the recipient with ‘access to any additional information of to update this Document or any additional information, or to correet any inaccuracies in it which may become apparent, and they reserve the right, without giving reasons, at any time and in any respect, to amend or terminate the procedures set herein or ‘to terminate negotiations with any auction process applicant. ‘The issue of this Document shall not be deemed to be any form of commitment on the part of the Liquidator or the Corporate Debtor to proceed with any transaction(s). In addition to the provisions set out inthis Document, the E-Auction Process applicant(s) shall be responsible for fully satisfying the requirements as mentioned in Insolvency and Bankruptcy Code, 2016 and applicable Regulations and notifications as well as the related laws, anc all laws in force that are or may be applicable to the applicant or the sale process and for obtaining requisite regulatory or other approvals, if any, that are or may be required under applicable law and nothing contained in this Document shall be deemed to relieve, wholly or partially, directly or indirectly, the auction process applicant from compliance with the IBC and related Regulations as well as any other law in force, and or any instrument having the force of law as may be applicable and nothing in this Document shall be construed as, or operate either, wholly or in part, as exempting the B- ‘Auction Process Applicani(s) from complying with all stich laws, as are or may be applicable. By procuring a copy of this Document, the recipient accepts the terms of this disclaimer notice, which forms an integral part ofthis Document and all other terms and conditions of this Document. Further, no Person, including the E-Auction Participant(s) shall be entitled under any law, statute, rales of regulations or tor, principles of restitution of unjust enrichment or otherwise to claim for any loss, damage, cost or expense which may arise from or be incurred or suffered on account of anything contained in this Document or otherwise, including the accuracy, adequacy, authenticity, ‘correctness, completeness or reliability of the information or opinions contained in tis Document 5[Page ey Ets PPRAISING OFFICER: ECUSTOMS HOUSE: SBE se cHapaTNaM (23(24 and any assessment, assumption, statement or information contained therein or deemed to form part of this Document, and the Liquidator, Company, and their advisors, affiliates, directors, employees, agents, representatives or managers do not have any responsibility or liability for any such information or opinions and therefore, any liability or esponsibility is hereby expressly disclaimed. xvi) In no’ciroumstances shall the E-Auction Participant(s) or its officers, employees, agents, and professional advisers make any contact; direct or indirect, by any mode whatsoever, with the ‘mansgement, employees, customers, agents, ot suppliers of the Company until the Liquidator gives permission to do so in writing. xvii) This E-Auction’ Process Information Document is noither an agreement nor an offer by the Liquidator to the Prospective Bidders or any other person. The objective of this E-Auetion process Information Document is to provide interested parties with information that may be useful to them in making their bids. It may be noted thatthe assumptions, assessments, statements, and information contained in the E-Auction Process Information Document may not be complete, accurate, adequate, or correct. Each Bidder, is therefore, advised to conduct its own duc~diligence, investigations and analysis and should also check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements, and information contained in this E- Auction Process Information Document and may get independent advice from appropriate'sourees. xviii) M/s KVK Nilachal Power Private Ltd. (In Liquidation) is proposed to sell its business as a ‘going concem on “As is where is basis”, “As is what ls basis”, “Whatever there fs basis” and “No recourse”. xix) The sale of Corporate Debtor or its business as a going concern located at Cuttack, Odisha, and various ports (As detailed in Annexure VI) does not entail transfer of aiy better ttle except the title which the Corporate Debtor had on its assets as on date of transfer. The Liquidator does not {ake or assume any responsibility for any shortfall or defect or shortcoming in the moveable / immoveable or any other assets of the Company. Hee praising orricee “k HOUSE2, INTRODUCTIOr a. Inpursuance of the application filed under section 7 of the Insolvency and Bankruptcy Code 2016 (hereinafter referred to as “the Code”) by financial creditor Power Finance Corporation Limited (hereinafter referred to as “PFC”), against the Corporate Debtor M/s KVK Nilachal Power Private Ltd., (herginafler referred as Corporate Debtor and/or Company), the Hon'ble National ‘Company Law Tribunal, Hyderebad was pleased to admit the insolvency application and initiate Corporate Insolvency Resolution Process (CIRP) of M/s KVK Nilachal Power Private Ltd. (hereinafter referred to 2s “Corporate Debtor") and appointed Mr. R. P, Tak as Interim Resolution Professional vide its Order dated 17.09.2019 (order received on 23.09.2019), Mr. R. P. Tak was confirmed as the Resolution Professional (RP) by the Committee of Creditors in the 1* meeting of the Committee of Creditors cid on 21" October 2019, through e-voting which concluded on 25 October 2019. b, The Committee of Creditors (CoC), in its meeting held on 16% March 2020 (continued on 17° March 2020), passed resolution recommending for liquidation of Corporate Debtor M/s KVK Nilachal Power Private Ltd. with 100% voting share. Accordingly, an application was filed by RP toNCLT under section 33(2) ofthe Code and an order dated 17.12.2020 (received on 20.01.2021) ‘was passed by Hon’ble NCLT, Hyderabad for Liquidation of the Corporate Debtor and Mr. R. P. Tak was appointed to act es Liquidator of the company. ©. Itisthe continued endeavor of the Liquidator to seek the bids for acquiring the assets of corporate debtor as a going concer and sell the Assets (as mentioned in this document), comprising the liquidation estate of the Corporate Debtor in the manner specified under Regulation 32, 33 and Schedule I (provided under Regulation 33) of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016 and other rules, regulations, orders, circulars, directions oF notifications or the like, issued pursuant to or under the IBC or the Liquidation Process Regulations, as the case may be, and as per directions, if any, of the Hon’ble NCLT/ NCLAT in respect of the liquidation process of the Company and in the manner specified in.this E-Auetion Process Information Document 4d, Tho E-Auetion Participant(s) are encouraged to make themselves ecquainted with the provisions of the IBC and the Liquidation Process Regulations and any other rules, regulations, orders, citculars, directions or notifications or the like, issued pursuant to or under the IBC or the Liquidation Process Regulations, as the case may be. Tlpage Weekes aRsecor™ PPRAISING OFFICER. BE CUSTOMS HOUSE" EASE KHAPATNAM 5 ie3, THE CORPORATE DEBTOR AND ITS ASSETS OVERVIEW. 3.1 Mis KVK Nilachal Power Private Ltd, was promoted by Mr. K. Vijaya Kumar and others. As per the data available on MCA site, the company has registered office located at 4", Plot No 484, Jubilee Hills, Road no. 36, Hyderabad, Telangana-500033 with CIN- U40107TG2001PTC036841., ‘The company, known as KVK Nilachal Power Private Ltd, (KNPPL) was set up by Mr. K. Vijaya Kumar as private company in 2001 for setting up Ix 350MW coal based thermal plant in-Phase 1 in Cuttack, Odisha. KNPPL also proposed to implement Phase-2 of 700 MW, with two units of 350MW each, 3.2 The Authorized Share Capital of KKNPL is Rs.38,00,00,000 and paid up capital is Rs. 31,21,52,040. As per MCA data, the Directors of the company were Mr, K Vijaya Kumar and Mr. Prasanna Kasturi. 3.3 The address for comespondence of corporate debtor (KNPPL) is through its Liquidator Mr. R. P. ‘Tak, 3/15, 4" Floor, Asaf Ali Road, New Delhi~ 110002, Email: kvkenilachalkgs201 com. 344. The Corporate Debtor or its business as a going concem ate now proposed for B Auction in terms of this document, alPage agsee am SPRAISING OFFICER’: iCUSTOMS HOUSE'S; RVISAKHAPATNAM J(24 4 DEFINITIONS ‘A. “Adjudicating Authority” will mean the Hon'ble Hyderabad Bench of the National Company Law Tribunal and the appellate authority; B. “Applicable Laws” sball mean all applicable laws, regulations, rules, guidelines, circulars, re~ enactments, revisions, applications and adaptations thereto, judgments, decress, injunctions, writs and orders of any court, arbitrator or governmental agency or authority, rules, regulations, orders and interpretations of any governmental authority, court or statutory or ‘other body applicable for such transactions including but not limited to the TBC, Liquidation Regulations, Companies Act, 1956 / 2013 (as applicable), Competition Act 2002, Trensfer of Properties Act 1882, Sale of Goods. Act 1930, Foreign Exchange Management Act 1999, whether in effect as of the date of this E Auction Process Information Documeat or thereafter and each as amended from time to time; C, “Assets” shall meaa the assets of the Corporate Deblor M/s KVK Nilachal Power Private Lid. (KINPPL) as specified in ‘Clause, 10 and/or in annexure VI of this E-Auction Process Information Document; D. “Bid” shall mean, any bid submitted by the Bidder(s) as required in terms of this E-Auction e Process Information Document and in accordance with the provisions of IBC read together ‘with the Liquidation Process Regulations and the Applicable Laws; , “CIRP® shall mean Corporate Insolvency Resolution Process as per the Insolvency and Bankruptey Code, 2016; F. “E-Auction Process Information Document” or “Document” shall mean this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of Successful Bid in accordance with the provisions of the IBC, provisions of the Liquidation Process Regulations and shall include all supplements, modifications, amendments, alterations, or clarifications thereto issued in accordance with the terms hereof, G, “E-Auction Participant(s)" or “Bidder(s)” shall mean, Person or Persons who submitted a bid as per the E-Auction Pracess Information Document; and shall include a Qualified Bidder(s) or the Successful Bidder(s), as the case may be, and as the context requires; “Bligible Bidder(s)” shall mean Bidder(s) who are cfigible in terms of this E-Auction Process Information Document, provisions of IBC and provisions of the Liquidation Process Regulations; wm I. “EOI” or “Expression of Interest” shall mean an intimation from the Bidder(s) to the ‘Liquidator specifying their interest to be a part of the E-Auetion process J, “IBC” shall mean Insolveney and Bankruptey Code, 2016 and the related rules and regulations issued thereunder, as amended from time to time; a|Poge A eRe wr Te Mb bbe SESE cape : PPRAISING OrFiee f or* Custos House pte Sahara ese is |K. “Liquidation Process Regulations” shall mean, the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016 as amended from time to time; LL. “Liquidetor” shall mean an insolvency professional appointed as a liquidator of the Company in accordance with section 34 of the IBC; M. “Person” shall mean an individual, a partnership firm, an association, a corporation, a limited ‘company, a trust, a body corporate, bank or financial institution or any other body, whether incorporated or not, “Quialified Bidder(s)” shall mean a Bidder(s) whose bid fulfils the eligibility eriteria and who famnishes Eamest Moncy Deposit as listed in the E-Avetion Process Information Document. ©. “KNPPL” or “The Company” or “Corporate Debtor" M/s KVK Nilachal Power Private Ltd, {in Liquidation acting through the Liquidator; P, “Soller” shall mean M/s KVK Nilachal Power Private Ltd in Liquidation acting through . the Liquidator; Q ‘Successful Bidder(s)” or “Successful E-Auction Participant(s)" means, the Qualified : Bidder(s) whose bid is/ are approved and who is! are declared successful by the Liquidator e after the auction; R, “transfer” includes sale, purchase, exchiinge, mortgage, pledge, gift, loan, or any other form of transfer of right, ttle, possession or lien; “transfer of property” means transfer of any property and includes a transfer of any interest in the property and creation of any charge upon such property; Capitslized terms used herein but not defined otherwisc shall have meaning assigned to them under the provisions of the IBC and the rules and regulations framed thereunder. to[Page (Seaek 5 PRAISING OFFI anit cort mn aar