Vijai Pratap Singh, Member - (1.) Applicant, State Bank of India, a financial creditor of the corporate debtor on behalf of Committee of Creditors constituted for the Corporate Insolvency Resolution Process (CIRP) of the corporate debtor filed this application under section 60(5) of Insolvency and Bankruptcy Code 2016 (I & B Code) read with Insolvency and Bankruptcy (Application to Adjudicating Authority) Rule, 2016 for approval of the proposed sale transactions of windmill assets belongs to corporate debtor.
(2.) The brief facts of the case are the following: Gujrat NRE Coke Ltd. (corporate debtor) filed an application under section 10(1) of I & B Code 2016, for initiating corporate insolvency resolution process Vide order dated 07.04.2017 this Tribunal admitted the application and an Interim Resolution Professional (IRP) for initiating the Corporate Insolvency Resolution Process of the corporate debtor were appointed. The order is annexed at page 54 of the application. Complying with all the formalities, IRP proceeded with the Corporate Insolvency Resolution Process and the first meeting of the Committee of Creditors was held on 05.05.2017. In the said meeting the appointment of IRP was confirmed. In the said meeting the Committee of Creditors decided to sell 87.5 MW windmill assets of the corporate debtor. For the said purpose, the applicant herein, who is the lead bank of Joint Lenders Forum (JLR), was authorized on behalf of the Committee of Creditors to appoint an appropriate legal firm to take up the matter with the Hon'ble Tribunal. A copy of minutes dated 05.05.2017 is produced along with the application (Annexure A at page 17).
(3.) The transaction of sale of the windmill assets belonging to the corporate debtor was contemplated under the Master Restructuring Agreement dated 18.09.2014 and the Supplemental Master Restructuring Agreement (MRA) dated 02.03.2015, which was executed by the Corporate Debtor and the creditors forming part of the joint lender's forum of the corporate debtor constituted in October 2013. As agreed between the corporate debtor and the JLF lenders an Assets Sale Committee was formed and pursuant to a bid process on a private treaty basis commencing in August, 2016, the Asset Sale Committee (ASC) identified Sun Pharmaceutical Ltd. and Unimed Technologies Ltd. as the successful bidder for purchasing the said windmill assets of the corporate debtor. Consequently, the prospective buyers have already made payment of an amount equal to 25% of the total consideration, as mentioned by the prospective buyers in their respective bids and furnished a bank guarantee towards securing the remaining 75% of the consideration amount. The total consideration amount comes to Rs. 180 crores. A business transfer agreements were also entered into by and between the corporate debtor and the prospective buyers on 01.04.2017. That business transfer agreement is produced along with the application as Annexure-G at page 13 and 14 respectively.;