NCLT approves Pristine Malwa Logistics Rs 480 crore bid for Sical Logistics
The Chennai bench of the National Company Law Tribunal (NCLT) has approved the resolution plan of Pristine Malwa Logistics Park Private for Sical Logistics Ltd. The resolution plan provides for payment of Rs 480 crore against the total creditors claim of Rs 2,155 crore.
Here’s the brief about the resolution plan of Pristine Malwa Logistics Park for Sical Logistics.
(In INR)
| Category of Creditor | Amount of Claim | Claim Admitted | Amount provided in the Plan (INR) | Sources of Funds |
| Insolvency Resolution Process Cost | Actuals | Actuals | 3,92,78,190* | Fund infusion by RA |
| Operational Creditor (vendors and related parties) | 5,54,80,92,972 | 5,16,99,04,868 | – | – |
| Operational Creditor (Statutory dues) | 71,88,19,050 | 69,91,81,091 | – | – |
| Workmen/ Employee dues | 9,34,25,401 | 6,75,33,117 | 6,75,33,117 | Fund infusion by RA |
| Other Creditors | 38,98,00,000 | – | – | – |
| Secured Financial Creditors (excluding Bank Guarantee exposure) | 956,62,91,978 | 936,14,74,086 | 385,31,88,694* ——————— Actuals | Fund infusion by RA / Cashflow of CD ————— Income tax refund received for assessment years 2018-19, 2019-20 and 2020-21 in December 2021 |
| Secured Financial Creditors (Bank Guarantee exposure) | 142,55,89,426 | 142,55,89,426 | 84,82,37,057 (Maximum Payment to Secured FC | Fund infusion by RA / Cashflow of CD |
| within 180 days from date of invocation of live BGs – if any Live Bank Guarantees are invoked) | ||||
| Unsecured Financial Creditors | 482,62,80,022 | 482,62,80,022 | – | – |
| Total | 2256,82,98,849 | 2154,99,62,610 | 480,82,37,058 + Actuals |
*Any excess CIRP cost over and above the allocated amount shall be deducted from consideration due to Financial Creditors under the Resolution Plan
(in INR)
| Category of Creditor | Amount provided in the Plan | Upfront on effective date | Deferred – Within deferred payment period | |
| Insolvency Resolution Process Cost | 3,92,78,190 | 3,92,78,190* | – | |
| Workmen/ Employee dues | 6,75,33,117 | 6,75,33,117 | – | |
| Secured Financial Creditors (excluding Bank Guarantee exposure) | 385,31,88,694 —————– Actuals (Income tax refund received for assessment years 2018-19, 19-20 and 20-21 in Dec 2021) | 54,31,88,694* —————– Actuals (Income tax refund received for AY 2018-19, 19-20 and 2020-21 in December 2021) | 331,00,00,000# | |
| Secured Financial Creditors (Bank Guarantee exposure) | 84,82,37,057 (Maximum Payment to Secured FC within 180 days from date of invocation of live BGs — if any live BGs are invoked) | – | 84,82,37,057 (Maximum Payment to Secured FC within 180 days from date of invocation of live BGs — if any live BGs are invoked) |
| Total | 480,82,37,058 + Actuals | 65,00,00,000 + Actuals | 415,82,37,058 |
*Any excess CIRP cost over and above the allocated amount shall be deducted from consideration due to Financial Creditors under the Resolution Plan
#Interest Rate at 8% per annum payable annually at the end of each year and computed on a monthly rest basis. Interest shall accrue and be charged from the Effective Date, which shall be paid annually with monthly rests. First interest payable shall be on the expiry of 1 year from the Effective Date. Annual Repayment to commence from Effective Date plus 2 years
Pristine shall take over the Balance FC Debt (including that owed to the Related Parties) and the Admitted Other Operational Creditor Debt by way of an assignment for a consideration equivalent to the Balance FC Debt Assignment Consideration and Other Operational Creditor Payments, on the Effective Date, on and with effect from the NCLT Approval Date by virtue of the order of the NCLT approving the Resolution Plan.
- Effective date:
Resolution Applicant has identified certain Conditions Precedent to be fulfilled after “NCLT approval date” which are provided below.
Unless waived (where permissible under Applicable Law) by Pristine, the consummation and completion of the Resolution Plan is contingent on the following conditions (“Conditions Precedent”) having been fulfilled:
- Receipt of copy of the order of the NCLT sanctioning the Resolution Plan in the form filed by Pristine.
- Copy of the order of the NCLT sanctioning the Resolution Plan being filed with the jurisdictional ROC, if required.
- Communication of the order of the NCLT sanctioning the Resolution Plan by the Resolution Professional with
- all the Stakeholders of the Company
- by publishing the order on the website of the Company
- along with disclosure to be made to the stock exchanges by the Resolution Professional under the LODR Regulations;
For the avoidance of doubt, it is clarified by Pristine that not granting of any reliefs and waivers as specified in the Resolution Plan would not be construed as modification of the contents of the Resolution Plan.
Upon the fulfilment of the Conditions Precedent, the Resolution Professional will notify Pristine of such fulfilment (CP Fulfilment Notice).
Pristine shall issue a notice within 5 (five) Business Days from the date of such CP Fulfilment Notice and communicate as such to the erstwhile COC in writing (Closing Action Notice) confirming the date on which it proposes to complete the steps set out for Acquisition as a going concern in Part B (Financial Proposal) of the Resolution Plan in accordance with Part A (Business Plan) of the Resolution Plan.
It is clarified that such date identified in the Closing Action Notice for completing the steps set out for Acquisition as a going concern in Part B (Financial Proposal) of the Resolution Plan shall not be later than 30 (thirty) days from the CP Fulfilment Notice. The Closing Action Notice shall contain the Effective Date.
- “Deferred Payment Period” shall mean a maximum period of two and a half years commencing from the effective date.
3. Treatment of Existing equity shares of the Corporate Debtor:
Entire paid-up equity shares held by the Promoters/Promoter Group, shall stand fully extinguished and cancelled as part of the Resolution Plan on the Effective Date.
The share capital of the Company shall be reconstituted in such a manner that the share capital of the existing public shareholders of the Company shall get reduced/diluted/restructured/consolidated in a manner such that post Debt into Equity Conversion, the public shareholding is reduced/diluted/restructured/consolidated to 5% of the total paid-up share capital of the Company (Capital Reduction). Prior to the Effective Date, Pristine will propose a suitable structure to the Monitoring Committee for the aforesaid reduction and reconstitution of the share capital of the Company. It is clarified that:
- Upon pro rata dilution/reduction/consolidation of equity shares of the existing public shareholders, they shall have no claim of whatsoever nature against either the Pristine or the Company. Pristine does not propose any reduction of the authorized share capital of the Company.
FC Assigned Debt and OC Assigned Debt as determined by Pristine shall be converted into fully paid-up equity shares of Sical Logistics such that the resultant equity shareholding of Pristine shall be 95% of the fully paid-up equity share capital of the Sical Logistics.
It is clarified that the shares of Sical Logistics will remain listed on the Bombay Stock Exchange and National Stock Exchange of India Limited.
Sical Logistics Ltd, founded in 1955 and with revenues in excess of Rs. 200 Crore, is an integrated logistics solutions provider with over five decades of experience in providing end to end logistics solutions. In 2011 Sical was acquired by Coffee Day group.
Also See: Resolution Plans
