TMI Blog2022 (4) TMI 262X X X X Extracts X X X X X X X X Extracts X X X X ..... olution Professional - It is also an admitted fact that during pendency of the Appeal behest of the Appellant that he wants to settle the matter with the Respondent No. 1 and further case was adjourned several times but no settlement arrived between the parties nor resolved the dispute. It is also an admitted fact that the 21st meeting of CoC was held at Mumbai on 24.08.2021, since the only Resolution Plan put forth by one M/s Pen India Ltd. was rejected by the CoC with 100% votes, a resolution was passed for liquidation of the Corporate Debtor and the CoC advised the Resolution Professional to circulate the resolution of approval of Liquidation through E-voting and accordingly, e-voting took place on 27.08.2021 and the Resolution was approved with 79.75% voting in favour of liquidation. Thus, it is directed that the Corporate Debtor be ordered and directed to go under liquidation as per Section 33(2) of the Insolvency and Bankruptcy Code, 2016 - application allowed. - Company Appeal (AT) (Insolvency) No. 80 of 2020 - - - Dated:- 4-4-2022 - [Justice Anant Bijay Singh] Member (Judicial) And [Ms. Shreesha Merla] Member (Technical) For the Appellant : Mr. Arpit Dwivedi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Respondent as they have inclined to settle the matter outside the Court and the matter was adjourned to 17.03.2021. On 17.03.2021, the Learned Counsel for the Respondent No. 1 Bank submitted that they have received the email sent by Learned Counsel for the Appellant, wherein a request has been made by the Counsel for the Appellant for a personal meeting and the matter was directed to be listed on 12.04.2021. On 12.04.2021, the Learned Counsel for the Respondent No. 1 Bank was submitted that they have received a proposal for settlement but they are not agreeing with the terms and the matter was directed to be listed for hearing on 10.05.2021. Thereafter, due to Covid-19 wave the matter was taken up on 07.06.2021, on that date, in absence of Reply Affidavit to Additional Affidavit, the matter was directed to be listed on 19.07.2021. On that date, the Learned Counsel for the Respondent No. 1 in his Reply Affidavit stated that settlement proposal offering to pay a paltry sum of ₹ 1.95 Crore against total dues of the Respondent Bank amounting to ₹ 32.77 Crores., therefore, the matter could not be settled and the matter was directed to be listed on 13.08.2021 for Directio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Petitioner No. 1 to furnish the details of the shares sold by Respondent No. 1. However, the Respondent No. 1 failed to furnish the same to Respondent No. 2. vii) On 30.10.2018, the Respondent No. 1 Bank filed Petition under Section 7 of the IBC which was duly replied by the Respondent No. 2 Company and thereafter, the Ld. Adjudicating Authority vide its order dated 20.12.2019 admitted the Application filed by the Respondent No. 1 under Section 7 of the IBC and appointed Mr. Vijendra Kumar Jain as Interim Resolution Professional. Hence this Appeal. Submissions on behalf of the Appellant 4. The Learned Counsel for the Appellant during the course of argument and in his memo of Appeal along with Written Submissions submitted that in order to secure the loan advanced by Respondent No. 1 Bank had pledged 9,50,000 equity shares of M/s Global Showbiz Pvt. Ltd. and M/s Inayata Constructions Pvt. Ltd. at ₹ 256.35 each. The value of aforesaid shares at the relevant point of time was ₹ 24,35,32,500/-. In addition to above, the Appellant had pledged 9,50,000 equity shares of M/s TV Vision Ltd. of value ₹ 277.50/- each and 2,85,000 equity shares of SAB Events a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at too during subsistence of the Lease period. 8. It is further submitted that the action of Resolution Professional and CoC is not only patently illegal but the same is also not in the best interest of the Respondent No. 2 as firstly, it completely stops the recurring source of income of Respondent No. 2, which otherwise could have proved to be a boon in the present market situation. Secondly, since the said action is contrary to the terms of the Agreement, it exposes the Respondent No. 2 to the risk of facing and defending legal action from SAB Events and TV Vision. The rental income is the only source of income for the Respondent No. 2 and despite being so, the Resolution Professional and CoC have decided to proceed with termination of Leave and License Agreement. The said termination further raises questions in light of the fact the Resolution Professional is struggling to pay the salaries of the employees of Respondent No. 2 and with aforesaid termination of Leave and License Agreements, the respondent No. 2 will not be able bear salaries of its employees and other monthly operating expenses or for that matter even payment of fees to the Resolution Professional. Moreover, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as misrepresented about the share prices of their Company. When the term loans had been contracted by them and the shares were pledged, share prices were good but the share prices kept on falling substantially when the company's businesses dwindled and their financial status became known to the market players. The share price is based on the perception of the market players about the profitability and growth prospects of the company and the consequent propensity of earning profit out of investment in such shares. When, as per the Appellant's own case, the condition of their business and finances began to fall, the market prices of their equities fell sharply. 13. It is further submitted that the shares which were subject matter of collateral security were all in dematerialized form. The dematerialized shares are merely a record in electronic form maintained in the depository. Since there were no physical scripts/certificates of the shares which could be pledged as per the requirement of the Contracts Act which mandatorily require delivery of the pledged goods, only the electronic data could have been earmarked in the name of the beneficial owner, therefore the action of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... king down of settlement talks and proposal to go ahead with the liquidation and its details were also decided in a Joint Lenders Meeting of all the member Banks of the CoC held on 01.09.2021. In pursuance of the above Resolution so passed by the CoC, the Resolution Professional accordingly moved an Application for liquidation under Section 33 of the Code before the Ld. Adjudicating Authority on 15.09.2021. 18. The Learned Counsel for the Resolution Professional during the course of hearing submitted that an Application bearing I.A. No. 2179/2021 filed by the Resolution Professional seeking liquidation of Sri Adhikari Brothers Television Network Limited (Corporate Debtor) under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 has been allowed by the Ld. Adjudicating Authority on 16.12.2021 and the Corporate Debtor is ordered to be liquidated. FINDINGS 19. After hearing the parties and having gone through the pleadings made on behalf of the parties, we are of the considered view that the following facts are admitted in the instant Appeal. The Respondent No. 2 Company has availed three term loans facilities from Respondent No. 1 for an amount of ₹ 10 Cro ..... X X X X Extracts X X X X X X X X Extracts X X X X
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