SECOND MEETING OF COMMITTEE OF CREDITORS OF ...... (NAME OF THE CORPORATE DEBTOR), “CORPORATE DEBTOR”

As per section 24 of Insolvency and Bankruptcy Code, 2016 read with Regulation 18 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the second meeting of committee of creditors of ...... (Name of the Corporate Debtor)(hereinafter referred to as ...... ),was held on ...(Day)...... (Date), at ...... (Time) at ...... (Venue of the Meeting)to transact the business as specified in the enclosed Agenda.

Please find enclosed the minutes of the proceedings of the second meeting of Committee of Creditors of ...... (NAME OF THE CORPORATE DEBTOR)as per Regulation 24 (7) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

...... (Name of the RP)

Resolution Professional

in the matter of ...... (NAME OF THE CORPORATE DEBTOR)

Email:

Registrationno......

Date:

Place:

MINUTES OF THE PROCEEDINGS OF THE SECOND MEETING OF COMMITTEE OF CREDITORS OF ...... (NAME OF THE CORPORATE DEBTOR) HELD AT ...... (VENUE)ON ...... (DAY),...... (DATE) AT ...... (TIME).

Present in Person:

  1. ...... (Name of the Financial Creditor)

Through its Authorized Representative-Mr......

  1. ...... (Name of the Financial Creditor)

Through its Authorized Representative-Mr......

Accompanied by

  1. ...... (Name of the Financial Creditor)

Through its Authorized Representative-Mr......

Present through Video conferencing:

In Attendance:

Director -Mr......

Accompanied By - Mr......

A.LIST OF MATTERS TO BE DISCUSSED / NOTED

  1. CHAIRMAN OF THE MEETING

Mr...... (Name of the RP), the Resolution Professional (RP), presided over the meeting and occupied the Chair and welcomed the members to the Second meeting of the Committee of Creditors (COC).

  1. ROLL CALL AT THE MEETING

RP took a roll call of the members.Members present in person and through visual meansintroduced themselves.Attendance sheet was signed by the members present.

  1. QUORUM

The Chairman informed the members that the requisite quorum being present in personand through video conferencing, the proceedings of the meeting could commence.

  1. NOTING THE MINUTES OF FIRST COC MEETING

Chairman appraised the member that minutes of first COC meeting held on ...... were circulated to all the participants entitled to attend the meeting by way of e-mail on ...... i.e. within 48 hours of the meeting as per provision of Regulation 24 (7) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

  1. NOTING OF UPDATED LIST OF CREDITORS

The Chairman briefed the members on the List of creditors as filed with Adjudicating authority and presented at 1stCOC meeting was maintained and duly updated for further claims received or on receipt of additional information warranting such revision as per provisions of Section 18(1) (b) and section 23 (2) of the IBC, 2016 read with regulation 13 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

He further provided the following details of claims i.e. total of ...... claims in Forms C from the financial creditors, ...... claim Forms B from the Operational creditors, NIL claims Form D from the employeesand NIL claim in Form E from Authorised representative of employees received up to 5th September, 2017 which were updated in the list of creditors.

The Chairman further stated that standard procedure adopted for verification and admission of claims were same as noted in 1st COC meeting and that the claims admitted were on the basis of the best estimate and subject to modification/ revision as and when additional information/ documents from the claimant is received.

The committee noted the same.

  1. NOTING OF THE STATUS OF LIQUIDATION VALUE

The Chairman informed the members that the reports on the estimate of liquidation value of the assets of the corporate debtor are submitted by the appointed registered valuers namely, ...... (Name of the Valuers)

He further informed that since the two estimates were not significantly different, the average of the estimates is considered as liquidation value, and as required by the regulations, the liquidation value shall be provided to the members of committee in electronic form i.e. through e-mail.

The valuation reports were tabled at the meeting. The chairman informed that based on valuation reports received from the appointed Valuers, the estimated liquidation value of all assets of the company is arrived at Rs...... Copy of valuation reports were handed over in person to the members present at the meeting.

The chairman also placed before the committee the calculation of Liquidation value due to Operational Creditors and based on the calculation, the same is arrived at NIL.

The Committee noted the same.

  1. NOTING OF THE STATUS OF DUE DILIGENCE REPORT

The Chairman informed the members that ...... (Name of the Auditor) Chartered Accountants had submitted Due Diligence report on information relating to the assets, finances and operations of the corporate debtor for determining it’s financial position for previous two financial years and also for current financial year till ...... i.e, Insolvency commencement date.

The report was tabled at the meeting.Copy of the report was handed over in person to the members present and that same shall be provided to the members of committee in electronic form i.e. through e-mail.

....(financial Creditor) enquired on details to the queries it had raised during the 1st COC meeting. The chairman while presenting the report asked COC members to review the report and affirmed that ...... (Name of the Auditor) shall provide an Addendum to the main report, if needed.

The committee noted the same.

  1. TO NOTE STATUS OF SUBMISSION OF COMPLETE INFORMATION MEMORANDUM (IM)

The chairman further informed the committee that upon arriving at liquidation value, the matters listed in paragraphs (j) to (l) of Regulation 36, sub-regulation (2) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, has been duly incorporated in the Information Memorandum and addendum to Information Memorandum shall be submitted in electronic form to each member of the committee and to any potential resolution applicant, as the case may be, after obtaining an undertaking. Copy of the addendum to Information Memorandum was handed over in person to the members present at the meeting.

The committee noted the same.

  1. TO TAKE NOTE ON MATTER RELATED TO RESOLUTION PLAN

The Chairman informed that public announcement was required to invite prospective lenders, investors, and any other persons to put forward resolution plans for ...... (Name of the Corporate Debtor) He presented a draft copy for public announcement of Expression of Interest for ratification/ inputs from the COC members. After much discussion, COC members asked for the following amendments in the draft:

a)That any Investor with a good track record in likewise industry as ...... (NAME OF THE CORPORATE DEBTOR)be allowed to put forward it’s EOI for consideration by COC.

b)That timeline to entertain EOI from investors was fixed at 21 days from the date of such public announcement.

COC members further stated that Public announcement be made by ...... in any widely circulated National Newspaper.

SBI also enquired if management of ...... (NAME OF THE CORPORATE DEBTOR) was interested in putting forward any Resolution plan to the COC. Mr...... , representative of the suspended BOD stated that they would not submit any resolution plan tillassured of additional working capital funds by the Financial Creditors.

The committee noted the same.

  1. TO TAKE NOTE OF CREATION OF DATA ROOM TO PROVIDE ACCESS TO ALL RELEVANT INFORMATION TO RESOLUTION APPLICANT

The Chairman informed that Information Memorandum prepared as per section 29, of Insolvency and Bankruptcy Code, 2016 and regulation 36 (1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) containing relevant information shall be submitted to any potential resolution applicant and shall provide access to the resolution applicant to all relevant information in physical and electronic form, provided such resolution applicant undertakes to the effect that it shall maintain confidentiality of the information and shall not use such information to cause an undue gain or undue loss to itself or any other person and comply with the requirements under section 29(2) and undertakes to comply with provisions of law for the time being in force relating to confidentiality and insider trading; to protect any intellectual property of the corporate debtor it may have access to; and not to share relevant information with third parties unless clauses (a) and (b) of this section 29 sub-section (2) are complied with.

He further added that to invite resolution plan from potential resolution applicant it is essential to create data room (virtual and physical) to provide access to potential resolution applicant after receipt of undertaking in that regards.

The committee noted the same.

  1. TO TAKE NOTE OF STATUTORY COMPLIANCE WITH REGARDS TO CORPORATE DEBTOR

The Chairman briefed that ...... (NAME OF THE CORPORATE DEBTOR), being a listed entity, the provisions of The Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 needs to be complied with.

In case of CD, it has adopted Indian Accounting Standards and as per Clause 2.6 & Clause 2.7 of SEBI circular No. CIR/CFD/FAC/62/2016 dated July 05, 2016, CD is required to submit quarterly results of the quarter ended on 30th June, 2017 by September 14, 2017. Notice of the same has been sent to Stock Exchange(BSE) vide letter dated 04 September, 2017 for d...... (Name of the Corporate Debtor)aration of the unaudited financials on 14 September, 2017 and subsequently filed with Stock Exchange(BSE). Also, the CD has made public announcement in this regard. Copy of letter sent to Stock Exchange and public announcement was shared with COC.

The Chairman further informed that heauthorised Company Secretary to issue Notice of 32nd Annual General Meeting to all the shareholders for conducting the AGM on Thursday, the 28th September 2017 at 10.00 A.M. at Kamakoti Hall, Sri Krishna Gana Sabha, 20, MaharajapuramSanthanam Road, T. Nagar, Chennai – 600 017. Mrs. B Chandra, Practicing Company Secretary, Chennai has been appointed as Scrutinizer for conducting the e-voting process. The e-voting period will commence on Saturday, September 23, 2017 (9.00 a.m. IST) and end on Wednesday, September 27, 2017 (5.00 p.m. IST). Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI LODR, the Register of Members and the Share Transfer books of the Company will remain closed from Friday, September 15, 2017 to Friday, September 22, 2017 (both days inclusive) for the purpose of the Thirty Second AGM of the Company.

Copy of letter sent to Stock Exchange and public announcement for the same was shared with COC.

The Committee noted the same.

  1. TO TAKE NOTE OF INTIMATION TO NCLT, BENCH ABOUT CONTINUATION OF INTERIM RESOLUTION PROFESSIONAL AS RESOLUTION PROFESSIONAL

The Chairman informed that State Bank of India (Lead Bank of Consortium of Banks of the ...... (Name of the Corporate Debtor), Corporate Debtor) as authorized by the COC members has communicated its decision to confirm appointment of IRP as RP to both Corporate Debtor and Mr...... (Name of the RP). However communication to NCLT shall be made by ...... (Date).

The Committee noted the same.

  1. TO NOTE THAT WHETHER VOTING SHALL BE TAKEN AT THE MEETING.

The Chairman stated that as required under Regulation 25 (5) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, voting on the matters listed for vote shall be taken up at the meeting through ballot as100% of the members of committee of creditors were present in person and through video conferencing.

The committee noted the same.

B.LIST OF MATTERS VOTED UPON AFTER DISCUSSIONS.

  1. TO RATIFY AND APPROVE THE EXPENSES INCURRED FOR COC MEETING FOR THE PURPOSE OF INCLUSION IN THE CIRP COST.

The Chairman discussed various costs to be incurred for holding second meeting of committee of Creditors such as venue cost, video conferencing setup, e-voting with CDSL etc. which are incidental to the corporate insolvency resolution process and as per Regulation 31 of The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the said cost as approved by the Committee of Creditors would constitute Insolvency resolution process cost and in case of non-ratification or partial ratification, the payment will be borne to that extent and settled in due course by the applicant, which happens to be the Corporate Debtor in the present matter.

He further asked the committee to approve a tentative budget of ₹ ...... /- towards meeting the said expenses.

The following resolution was approved by 100% vote in favor of theresolution: -

“RESOLVED THAT, pursuant to regulation 31 of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and in accordance with the provision of Insolvency and Bankruptcy Code, 2016 if any, approval of committee of creditors be and is hereby accorded to approve a tentative budget/expenses of INR ...... /- incurred towards holding the 2nd committee of creditors meeting and other costs directly relating to the CIRP, for the purpose of inclusion in the CIRP cost and authorize Resolution Professional to undertake debit transaction for the same.”

  1. AUTHORIZE RESOLUTION PROFESSIONAL TO UNDERTAKE DEBIT TRANSACTIONS IN THE ACCOUNT OF CD AND TO DECIDE THE LIMIT FOR THE SAME

The Chairman informed the committee that in order to manage the operations of the Corporate Debtor as a going concern it is essential to undertake various need based transactions and as per provisions of the code RP shall not give instructions to financial institutions maintaining accounts of the corporate debtor for a debit transaction from any such accounts in excess of the amount as may be decided by the committee of creditors in their meeting.

He further discussed list of expenses that are to be met on behalf of CD and informed committee to specifically authorize RP to undertake debit transaction on behalf of CD and that for undertaking transaction beyond the authorized limit, prior authority of the committee will be required.

The Chairman informed the COC that salaries to the workmen at the factory and employees at their offices at ...... & ...... (location of the Office) were due & payable for past two months. He also reported that major unrest has been reported at the factory of ...... (NAME OF THE CORPORATE DEBTOR) at Haldia plant and might affect the value of the assets due to the said unrest. After much discussion and deliberation, COC members agreedto clear salaries & wages in full upto date...... (Financial Creditor) insisted that payment be made post validation of the employees at the factory. In lieu of the same, representatives from ...... (Financial Creditor), RP and from ...... (NAME OF THE CORPORATE DEBTOR) management would visit the plant on ......

The following resolution was approved by 100% vote in favor of the resolution: -

“RESOLVED THAT, pursuant to Section 28 sub-section (1) clause (e) of the Insolvency and Bankruptcy Code, 2016, and other applicable provisions if any, and in accordance with rules and regulations made thereunder, approval of committee of creditors be and is hereby accorded to approve and authorize Resolution Professional to undertake debit transactions upto limit of INR ...... /- per month towards operating expenses, uptolimit of INR ...... /- towards holding AGM and printing and dispatch of annual report / quarterly compliances and upto INR...... /- towards cost to be incurred for creation of data room”

  1. TO AUTHORIZE RP TO MAKE CHANGES IN THE APPOINTMENT OR TERMS OF CONTRACT OF STATUTORY AUDITORS OR INTERNAL AUDITORS

The Chairman apprised the member that as per section 139(2) of the Companies Act, 2013, it has been mandated that all listed companies and certain categories of unlisted public companies and private companies to mandatorily rotate their auditorsonce their auditor has served office as an auditor for a period of 10 or more consecutive years. The Act has provided a moratorium period, wherein companies incorporated prior to 1 April 2014, have been provided a time period of 3 years from such date to comply with the requirement to rotate their auditors. Therefore, beginning 1 April 2017, all companies who are required to rotate their auditors under the Act, will have to rotate their existing auditors, if the Current Firm has held office as such company’s auditor for a period of 10 years or more.

In light of the above provision, the COC authorized RP to make changes in the appointment or terms of contract of statutory auditors or internal auditors of the corporate debtor, if at all required.

The following resolution was approved by 100% vote in favor of the resolution: -

“RESOLVED THAT, pursuant Section 28 sub-section (1) clause (m) of Insolvency and Bankruptcy Code, 2016, and in accordance with rules and regulations made thereunder, the committee of creditors authorize RP to make necessary changes in the appointment or terms of contract of statutory auditors or internal auditors of the corporate debtor for operations of the Corporate Debtor as a going concern”

  1. Other Matters:

There being no other business raised, the meeting concluded at 1.00 p.m.

Date of Circulation:

Place:

Sd/-

...... (NAME OF THE RP)

CHAIRMAN OF THE MEETING

Day & Date of the MeetingPrivate and confidential

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