CIRP (Corporate Insolvency Resolution process)
Interim Resolution Professionals
SMN provide support services to the „Insolvency Professionals‟ who act as an Interim Resolution Professional for initiating and implementing Corporate Insolvency Resolution Process ('CIRP') as per the provisions of the Insolvency & Bankruptcy Code, 2016 and rule made thereunder
Resolution Professional
We, at SMN, provide support services to the „Insolvency Professionals‟ to act as a Resolution Professional under a Corporate Insolvency Resolution Process ('CIRP') as per the provisions of the Insolvency & Bankruptcy Code, 2016.
Representation on Committee of Creditors
We provide support services and facilitate Insolvency Professionals, who provide services as prescribed under section 21 (6C) and section 21 (6A) (b) of the Insolvency & Bankruptcy Code, 2016 to represent a particular Financial Creditor/ any Class of Creditors on the Committee of Creditors.
Resolution Plan Structuring
Preparation of resolution plans and representations of resolution applicant before RP, CoC, NCLT
An Insolvency Resolution Plan for any CD is a unique combination of financial, legal management and technical features which would provide a reasonable assurance of sustainable viability over the period of recovery from internal or external stresses. The Insolvency and Bankruptcy Code, 2016, is unique in having integrated this approach as a time bound exercise, focusing on all the stakeholders.
As per Section 5(26) of the IBC, "Resolution Plan" means a plan proposed by any person for Insolvency Resolution of the Corporate Debtor as a going concern. SMN has a team of expert Lawyers, Company Secretaries, Chartered Accountants, engineers and valuation experts who assist in preparing an appropriate and well-complied Resolution Plan for the corporate debtor under CIRP.
Preparation of RFRPs, Evaluation Matrix, Process Documents
SMN has in-house professionals and valuable infrastructure to facilitate and provide support services to the Insolvency Professionals in drafting/preparing a „Request for Resolution Plan‟ (“RFRP”), projections and other necessary process documents to help them better understand.
Liquidation
Liquidator
The liquidator is an insolvency professional on whom all the powers of the Board of Directors, key managerial personnel and the partners, as applicable, of the Corporate Debtor are vested by the Adjudicating Authority upon Liquidation order being passed under section 33 of the Insolvency and Bankruptcy Code, 2016. (The Code)
We provide several support services as specified under the Insolvency & Bankruptcy Code, 2016 to the Insolvency Professionals in carrying out various activitiessuch as verification of claims of creditors, custody and control of the assets, preservation and protection of assets belonging to the company, and carrying out liquidation for the benefits of all stakeholders.
Voluntary Liquidator
IBC not only provides for insolvency resolution and liquidation of solvent entities, but it also covers voluntary liquidation of solvent entities
Voluntary liquidation, as the term suggests, is liquidation of a corporate entity at the instance of its members. It is like private liquidation proceeding where the court‟s intervention is minimized. Voluntary liquidation could be opted for several reasons, e.g. when the entity has been formed for a particular purpose and the purpose has been fulfilled; or where the articles provide that the entity shall be liquidated on the happening of an event and the event has happened; or where it is unable to carry on the business.
SMN provides support services to insolvency professionals who assist in voluntary liquidation process of a company by way of acting as Voluntary Liquidator.
Mergers and Acquisition
Interim Finance / Fund mobilization
A company going through a financial crunch OR a company on the verge of insolvency OR a Company in respect of which the CIRP has been initiated by the NCLT may require interim financing and funding assistance to meet its immediate financial obligations, thus enabling it to fight back from its distressed situation.
SMN through its experienced team of professionals and contacts with Financial Institutions provides support services and facilitate its Insolvency professionals in raising Interim Finance and funds for companies under CIRP as well as assisting the business to implement complex transactions involved in arranging funding and financial help from Strategic investors, banks and Corporate buyers for restructuring, takeover etc. of financially distressed entities.
Due Diligence
Due Diligence is a process usually undertaken by the acquiring/purchasing entity in order to evaluate the target entity's business, capabilities, assets as well as historical financial performance. The due diligence process is usually initiated when the stakeholders (involving the acquirer/target company/promoters) execute the term-sheet/confidentiality document reflecting the commercials of the proposed deal. By undertaking diligence, the acquiring entity ensures visibility in order to determine the genuineness and legitimacy of the target entity which would protect itself from future financial, commercial and legal problems. The diligence process has a significant bearing on the outcome of the M&A transaction whether it is related to IBC or not.
Team members at SMN are knowledgeable and possess necessary expertise to assist its Insolvency Professionals by way ofconducting legal, financial, technical due diligence of an entity whilst making an acquisition.
Valuation Advisory
Business Valuation
During any M&A transaction - whether it is an acquisition under IBC, a disposal or a merger, a question that often arises is "What is the fair value?"
With fast changing regulatory and accounting requirements, almost every enterprise needs to be aware of the value of its tangible and intangible assets, products, and intellectual property as well as customer-vendor relationships.
Valuation also plays a critical role during an acquisition through CIRP. COC and Insolvency Professionals are required to ascertain value of the each and every asset of the Company under CIRP - be it land & buildings, plant & machinery or any other tangible or intangible assets in the Company.
Circular of IBBI dated 17th October 2018 which mandates as under: “In view of the above, every valuation required under the Code or any of the regulations made there under is required to be conducted by a „registered valuer‟, that is, a valuer registered with the IBBI under the Companies (Registered Valuers and Valuation) Rules, 2017. It is hereby directed that with effect from 1st February, 2019, no insolvency professional shall appoint a person other than a registered valuer to conduct any valuation under the Code or any of the regulations made there under.”
We, at SMN, with a team of skilled business valuation professionals, assist and provide support services related to valuation of shares and securities, land & building and plant and machinery to the Insolvency Professionals in quantifying and articulating value for taxation, financing, transaction, litigation and strategic management purposes.
Shares/Securities Valuation
There are three categories of registered valuer on the basis of assets class:
(i) Land and Building valuer
(ii) Plant & Machinery Valuer
(iii) Securities and Financial Assets Valuer
In every transaction of Mergers and Acquisition, be it through CIRP or through any other route, valuation of shares and securities plays a vital role for both the acquirer and the seller. There are various factors, matrix and methodologies that effect the valuation of shares.
The valuation experts, at SMN, provide valuation of shares and securities to the Insolvency Professionals for various purposes under different laws i.e. Insolvency and Bankruptcy Code 2016, Companies Act 2013, SEBI, RBI, Income Tax Act 1961 and other purposes.
Valuation of Land & Building
Valuation of Land & Building is the method of calculating the current market cost of a land or building. Its value depends on the type of land & building, its structure, durability, location, size, shape, the width of roads, frontage, types and quality of building materials used and the cost of these materials and various other factors.
SMN provides valuation advisory and support services to the Insolvency Professionals in respect of valuation of land and buildings as required under the Insolvency and Bankruptcy Code 2016
Turnaround of Distressed Assets
We have in-depth experience of transforming assets in lock-up or covenant breach. These are
commonly caused by construction delays, payment disputes, financial penalties,
contractor/operator failure or performance breaches. Success requires active management and a
combination of dispute resolution, restructuring, contract renegotiation, re-tendering and
refinancing skills. We, at SMN, are experts in these activities. We provide our support services to
the Insolvency Professionals while following „Active Partner‟ approach so as to achieve the
resolution of an NPAA. This is done through:
(i) Acquisition of majority stake in debt to have influence on restructuring and/or
enforcement,
(ii) Arranging revival capital and financialsupport necessary for restart, viz. capex and/or opex,
(iii) Backing the company through the revival phase, and
(iv) Leveraging SMN‟s local & global reach and financial expertise.
Resolution Professional
We, at SMN, provide support services to the „Insolvency Professionals‟ to act as a Resolution Professional under a Corporate Insolvency Resolution Process ('CIRP') as per the provisions of the Insolvency & Bankruptcy Code, 2016.
Representation on Committee of Creditors
We provide support services and facilitate Insolvency Professionals, who provide services as prescribed under section 21 (6C) and section 21 (6A) (b) of the Insolvency & Bankruptcy Code, 2016 to represent a particular Financial Creditor/ any Class of Creditors on the Committee of Creditors.