Southern Online Bio Technologies Ltd

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SOUTHERN ONLINE Date: November 24, 2020 BIO TECHNOLOGIES LTD Tv Bus Listing Compliance Department Ni/s. BSE Limited Pi.Kr Towers, Dalal ove Fort, Mumbai -- 400001

Dear Sir/Madam

Sub: Intimation U/R 3 0 o f SEBI L i s t i n g Regulations- Hon’ble NCLT O r d e r dated June 2 2 . 2620 i n I A No. 196/2020 in CP IB No. 343/7/HDB/2018 issued a written Order for closure of Liquidation process of t h e Company u n d e r Regulation 45 ( 3 ) o f insolvency & Bankruptcy Board of I n d i a (Liquidation Process) R e g u l a t i o n s , 2016 Ref: Security code: 532669

We wish t o inform y o u that the Liquidator o f t h e Company h a s issued a Sale C e r t i f i c a t e t o D r Devaiah Pagidipati f o r acquisition of t h e Company a s a going concern on January 02, 2 0 2 0 . suosequentiy, Hon’bie National Company Law Tribunal, Hyderabad bench i n IA N o . 196/ 2 0 2 0 n CP 1 B No. 343/7/HDB/2018 issued a written O r d e r for closure o f Liquidation process of the Company under Regulation 4 5 (3) o f insolvency & Bankruptcy Board o f India (Liquidation Process) Regulations, 2 0 1 6 on June 2 2 , 2 0 2 0 .

The copy of sale certificate a n d t h e NCLT O r d e r a r e e n c l o s e d f o r your record.

Thanking you

Yours truly | For Southern © TER i o Technologies Limited

Company Secretary & Compliance Officer

Encl: A/a.

An ISO 9001:2008 Certified Company CIN: L72900TG1998PLC030463 Registered Office: # A3, 3? Floor, Office B l o c k , Samrat Complex, Saifabad, Hyderabad — 500 004, Telangana, I n d i a . Phones: +91 40 23241999, +91 40 44341999, Fax: +91 40 23241444, email: [email protected] website: www.sol.net.in Unit- I : Survey No 6 & 7 , Samsthan Narayanapur (Village & Mandal), Yadadri Bhuvanagiri D i s t . , Telangana, India, Phone: +91 8681 287575 Unit- Il: Plot No.45/A, APIIC-SEZ, Atchutapuram (V&M), Visakhapatnam Dist.-531 011, Andhra Pradesh, India.

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SOUTHERN ONLINE BIO TECHNOLOGIES LTD

SALE CERTIFICATE

(For the Company M/s Southern Online Bio Technologies Limited ( i n Liquidation) a s a going concern)

(Under Schedule I of Regulation 33 o f t h e Insolvency and Bankruptcy Board of India (Liquidation P r o c e s s ) Regulations, 2016)

This sale certificate i s issued by t h e Liquidator o f M/s Southern Online Bio

) ‘Technologies Limited having Registered Office at # A 3 , O f f i c e Block, SamratGomplex, S a i f a b a d , Hyderabad - 50004, Telangana, India in favour o f Dr. Devaiah’ P a g i d i p a t i , S/o. Ratnam. Pagidipati, aged about 75 years, Occ: Business, R/o Beta 409, Jayabhae Ee Silicon County, Kondapur Post, Madhapur, Hyderabad-500084 o n this date o f o n d ae . January, 2020. m e

Whereas the undersigned being the Liquidator of t h e Company M/s Southern Online 8 Bio Technologies Limited (in Liquidation) being duly appointed by the Hon'ble | N a t i o n a l Company Law T r i b u n a l , H y d e r a b a d B e n c h in IA No.565/2019 in CP ( I B ) N o . 343/7/HDB/2018, under Insolvency and Bankruptcy Code, 2016 (IBC) and in exercise o f t h e powers conferred u n d e r Section 3 5 ( 1 ) ( f ) o f I B C read with Regulation 3 2 , 32A, 33 of the I n s o l v e n c y and Bankruptcy Board of India ( L i q u i d a t i o n Process) Regulations, 2016 has i s s u e d s a l e notice f o r t h e sale o f the Company a s a going concern on 13t October, 2019 and the date of E-Auction i s on 22"4 October, 2 0 1 9 .

ee An I S O 9 0 0 1 : 2 0 0 8 Certified C o m p a n y wr CIN: L72900TG1998PLC030463 Registered Office: # A3, 3“ Floor, Office Block, Samrat Complex, Saifabad, Hyderabad — 500 004, Telangana, India. Phones: +91 40 23241999, +91 40 44341999, Fax: +91 40 23241444, email: [email protected] website: www.sol.net.in Unit- |: Survey No 6 & 7, Samsthan Narayanapur (Village & Mandal), Yadadri Bhuvanagiri Dist., Telangana, India, Phone: +91 8681 287575 Unit- II: Plot No.45/A, APIIC-SEZ, Atchutapuram (V&M), Visakhapatnam Dist.-531 011, Andhra Pradesh, India. _ Whereas pursuant to the sale notice issued by the Liquidator Dr. Devaiah Pagidipati applied to participate in the E-Auction duly submitting the required documents and EMD amount of Rs. 5.17 Crores in the form of Demand Draft and the Liquidator after verifying the documents, declared him as the Qualified bidder and issued Login Id and Password to participate in the E-Auction.

Whereas the Qualified bidder participated in the E-Auction and submitted his bid for Rs. 51.70 Crores and has been declared as the Successful Bidder by the Liquidator and

the Liquidator issued Letter of Intent to the Successful Bidder on 29 October, 2019 to pay the balance sale consideration of Rs. 46.53 Crores plus GST and other applicable taxes if any after deducting EMD amount within 30 days from the date of issuance of this Letter of Intent or within 90 days provided that the payment made after 30 days will attract interest at the rate of 12% from the date of the issuance of the Letter of Intent.

Whereas the Successful Bidder paid an amount of Rs.41.53 Crores on 28 DETAILS OF THE COMPANY SOLD

1. Company Name: M/s Southern Online Bio Technologies Limited (In Liquidation)

2. Corporate Identity Number: L72900TG1998PLC030463 ~

3. Registered Address of the Company: # AS 3rd Floor, Office Block, Samrat Complex, Saifabad, Hyderabad-500004, Telangana.

4. Description of the Assets attached as an Annexure. [Keb Kalpana G Liquidator of M/s Southern Online Bio Technologies Limited

WITNESSES:

ANNEXURE

S. No. Division/ Business Unit Description of the assets

Internet Service Provider . Class - B unified license Internet Services, AP LSA (A.P & TS) valid till December 2033, with strong persistent customer base with 3 to 4 Crore turnover per annum. Office premise situated at third floor, Samrat Commercial Complex, Saifabad, bearing no. A-3 admeasuring 1961.27 sq.ft which is used as Registered office of the company and office of the Internet Service Provider Division of the Company.

Biodiesel unit at 12 acres of land bearing Sy.nos. 6 & 7, Nalgonda Samstan Narayanapuram village, Nalgonda District, bounded by brick masonry compound wall with RCC column and smooth plaster finish as well as bituminous roads for internal access. . 30 TPD capacity plant, consisting of Bio diesel plant, Oil mill, Boiler House, ETP, Panel Room, Tanks farms, electric substation and administrative building.

Biodiesel unit at Vizag 10 Acres of lease hold industrial land at Plot No. 45/A, APIIC - SEZ, Atchutapuram, Visakhapatnam, A.P. which is bounded by brick masonry compound wall with RCC Columns on all sides with bitumen road for internal access. It is on lease from APSEZ for a period of 33 years which can be extended further. 2. 250 TPD capacity plant consisting of Bio diesel unit, Refinery section, L.L.E block, auxiliary’ buildings such as Compressor house, Laboratory, Stores, Workshops, Formulation and packaging, Pump House, PCC room, Electric substation, DG Shed etc.

Railway Contract 1. Contract with Indian Railways Division: Organization For Alternate Fuels on 27-05-2011 for setting up of 30 TPD Biodiesel Plant on TURNKEY basis at Tondiarpet, Chennai, Tamilnadu. 2. Contract with Indian Railways Organization For Alternate Fuels on 14-03-2017 for setting up of 30 TPD Biodiesel Plant on TURNKEY basis at Raipur Chatisgarh. Note: Company assigned these contracts to M/s Sathwik Projects Private Limited on subcontract basis for a commission of 1.5% on the total bill amount.

Other Assets 3. At Hyderabad. Office premises situated at fifth floor, Samrat Commercial Complex, bearing no. A-5 & B-5 amalgamated area admeasures to 4252.78 sq.ft. which is let out to a private company named Coakcess Pvt.Ltd. 4, At Visakhapatnam: Land to an extent of 1645 Sq.yds (34 cents) at Sy No. 396/8, Duppitur village, Atchutapuram Mandal (next to SEZ) Vishakapatnam, A.P

NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/ 2018

PER: SHRI RATAKONDA MURALI MEMBER (JUDICIAL)

ORDER

This Application is filed under Regulation 45 (3) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 by the Applicant / Liquidator seeking closure of Liquidation process of M/s Southern Online Bio Technologies Limited / Corporate Debtor.

2. AVERMENTS IN THE APPLICATION:-

The averments apropos to the Application in brief are:-

a. 1 This Tribunal vide order dated 5t October, 2018 admitted the Company Petition CP (IB) NO.343/7/HDB/2018 filed by Financial Creditor/Respondent herein and _ Corporate Insolvency Resolution Process against the Corporate Debtor M/s. Southern Online Bio Technologies Limited commenced with effect from 05.10.2018 by appointing the Applicant herein as Interim Resolution Professional who was later confirmed as Resolution Professional. When no resolution plan came forth, the Committee of Creditors in its 14 meeting resolved to liquidate the Corporate Debtor. Following which, this Tribunal on 16% July, 2019 passed an order in IA No.565/2019 preferred by the Applicant for liquidating the Corporate Debtor Company by appointing the Applicant herein as Liquidator of the Corporate Debtor M/s Southern Online Bio Technologies Limited.

2.2 The Applicant submits that on assuming charge o f Liquidator, she issued public announcement i n Financial Express, Nava Telangana and Andhra Prabha News Papers on 19% J u l y , 2019 inviting claims from the stakeholders as on the Liquidation commencement date on or before 14" August 2 0 1 9 . wets aa NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/2018

23 After collating and verification of the claims, list of stakeholders was filed before this Tribunal as per regulation 31 of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 and further as required under Regulation 31(2) read with regulation 12(3) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 a public announcement has been made by the Liquidator intimating the public about the filing of the list of stakeholders to this Tribunal. The admission / rejection of the claims was also communicated to all the stakeholders. 2.4 The Applicant further submits that the stakeholders consultation committee was formed and conducted its 1st meeting on 29.08.2019 wherein after due deliberations the Liquidator was advised to sell the Corporate Debtor as a going concern or to sell the individual business Units of the Corporate Debtor as a going concern. The copy of the minutes of the meeting has been filed in this Tribunal. 2.0 Accordingly the sale notice was issued on 5 September, 2019 in Sakshi and Business Line newspapers and the date of auction being 20t September, 2019. However, no bids are received for the sale notice issued for Corporate Debtor as a going concern or for individual business units of the Corporate Debtor. 2.6 After due deliberations in the second stakeholders consultation committee meeting held on 23.09.2019, sale process and reserve price were fixed. The stakeholders resolved to sell the Corporate Debtor as a going concern and accordingly Liquidator issued the sale notice on 29t September, 2019 in Financial Express, Namaste Telangana and Andhra Prabha News Papers and the date of auction was fixed on 10t October, 2019 and the last date for submission of EMD amount was fixed as 7% October, 2019. a7 The Applicant states since the Liquidator did not receive any EMD amount for the sale of Corporate Debtor as a going concern the e-auction scheduled on 10.10.2019 was cancelled and Liquidator held 34 stakeholders consultation committee nif asd ee NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/ 2018

meeting on 11 October, 2019. The members of the committee came to a consensus to reduce the reserve price by 5% of the previous action price and fixed the price at Rs. 51.70 crores and issued third sale notice on 13 October, 2019 in Business Standard, Namaste Telangana and Andhra Prabha News Papers, and fixed the E-auction date as 22.10.2019. 2.0 The Applicant avers, one individual applicant by name Dr. Devaiah Pagidipati deposited EMD amount of Rs. 5.17 Crs in the form of Demand Draft and participated in the E-auction held on 22d October, 2019. 2.9 In the 4 Stakeholders Consultation Committee Meeting on 234 October, 2019 Dr. Devaiah Pagidipati was declared as successful bidder who handed over the Demand Draft to Secured Financial Creditor, Bank of India / Petitioner and requested to deposit in the Liquidation Account. 2.10 Pursuant to e-auction, Letter of Intent was issued on 29.10.2019 to the successful bidder who accepted the same. 2.01 The Applicant / Liquidator further submits that a sum of Rs. 41.53 Crores, Rs.2 Crores and Rs. 3 Crores were paid on 28% November, 2019, 29th November, 2019 and on 4 December, 2019 respectively towards sale consideration and paid an interest amount of Rs.55,890/- (Rs.6,575/- for one day and Rs.49,315/- for 5 days) towards delayed payment by the successful bidder. vk In the 5t Stakeholders Consultation Committee Meeting convened on 30th November, 2019, the Liquidator informed the members about receipt of sale proceeds and the order of priority for its distribution as stipulated under Section 53 of IBC, 2016. Further the Liquidator apprised the members about receipt of Rs. 17,54,870/- as refund from the Income Tax Department for the AY 2017-18 that forms part of the Liquidation Proceeds. 2.13 It is further submitted that the Liquidator after payment of CIRP costs and Liquidation cost and the Liquidator remuneration, distributed the balance sale consideration as per the order of priority as stipulated in Section 53 of IBC, 2016 and also aes at —_—a NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/2018

received confirmation from the Stakeholders towards receipt the same. 2.14 The Liquidator convened 6th Stakeholders Consultation Committee Meeting on 18 December, 2019 and informed the members about the issuance of sale certificate to the Successful Bidder and about preferring an Application u/s 66 of the IBC, 2016 to this Tribunal against Ex-directors of the company as per the forensic audit findings. 2.15 The Liquidator has issued Sale Certificate to the Successful Bidder on 224 January, 2020. The Applicant submits that since the Corporate Debtor is sold as a going concern in Liquidation, this Application is filed requesting the Tribunal for closure of the Liquidation Process of the Corporate Debtor under Regulation 45(3)(a) of Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. 3: We heard the Liquidator and perused the application filed by the Liquidator. She has filed necessary documents along with the application. The Final report is filed vide memo dated 19.02.2020. This IA is filed under Regulation 45 (3) of the Insolvency and Bankruptcy Code, 2016 praying the Adjudicating Authority to order for closure of the liquidation process of the Corporate Debtor Company as liquidation process is complete. The said provision reads as under:-

“Regulation 45: Final report prior to dissolution.

(3) The liquidator shall submit an application along with the final report and the compliance certificate in form-H to the Adjudicating Authority for —

(a) closure of the liquidation process of the corporate debtor where the corporate debtor is sold as a going

concern, or

(b) for the dissolution of the corporate debtor, in cases not covered under clause (a)”. .

“Where the assets of the Corporate Debtor have been completely liquidated, the Liquidator a aad

a - ae NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/2018

application to the Adjudicating Authority for the dissolution of such Corporate Debtor”.

The Liquidator would contend, pursuant to _ public announcement for e-auction carried out twice, none came forward for the bidding process. It is only in the third e-auction held on 22.10.2019, Dr. Devaiah Pagidipati participated in the e-auction and was declared as successful bidder. On-going through the facts aforementioned and the material placed along with the Application, it is evident that the assets of Corporate Debtor were sold to Dr. Devaiah Pagidipati for Rs. 51.7 crores as against the average valuation of the Liquidation Estate of the Corporate Debtor as per valuers’ report which is @ Rs. 34.23 crores only. The amount was transferred in three instalments i.e. 28.11.2019, 29.11.2019 and 04.12.2019. It is seen from Form-H that the amount of Rs. 51.7 crores plus interest for delayed payment realized from the sale of Liquidation Estate was distributed among the stakeholders as per Section 52 or 53 of the Code. The details of distribution is at page 54 of the Final Report. The successful bidder previously preferred an Application bearing IA No. 1038 of 2019 seeking certain reliefs. This Tribunal vide order dated 26.11.2019 disposed of the Application with certain directions and (or) granting reliefs by citing Regulation 32 of Liquidation Process Regulations which contemplates sale of assets of Corporate Debtor as a going concern, facilitating the successful bidder to purchase the Corporate Debtor/ M/s Southern Online Bio Technologies Limited as a going concern. Further by seeing the final report, it is evident that the Liquidator has sold the Corporate Debtor as a going concern as such it is a fit case for closure of Liquidation process.

As a sequel to the above, we hereby order closure of the Liquidation proceedings against the Corporate Debtor viz. M/s SOUTHERN ONLINE BIO TECHNOLOGIES LIMITED from the date of this Order, in terms of Regulation 45 (3) of Insolvency ay Re _ NCLT HYD BENCH-1 IA No.196/2020 IN CP IB No.343/7/HDB/ 2018

& Bankruptcy Board of India (Liquidation Process) Regulations, 2016. Consequently, the Liquidator stands

relieved.

6. The Liquidator is directed to send the copy of this Order within 7 days from the date of pronouncement to the Registrar of Companies, Hyderabad and hand over all the books and files of the Corporate Debtor M/s SOUTHERN ONLINE BIO TECHNOLOGIES LIMITED which are in possession of the Liquidator to the successful bidder.

7. The Registry is directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master

data.

8. A copy of this order be also forwarded to the Insolvency & Bankruptcy Board of India, New Delhi.

9. In terms of the above, IA No. 196 of 2020 filed by the Liquidator appointed for M/s SOUTHERN ONLINE BIO TECHNOLOGIES LIMITED (Corporate Applicant) for closure of Liquidation Process of the Company under Regulation 45 (3) of Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016 stands disposed of accordingly.

ao =_—_ 27] b Zor (VEERA BRAHMA “KAPUDI) (RATAKONDA MURALIT) MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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