TMI Blog2022 (2) TMI 1304X X X X Extracts X X X X X X X X Extracts X X X X ..... orate debtor to the Respondent No. 1 Company to sell the shares of Hotline CPT Ltd. to SRS Limited, against payment made by corporate debtor to Respondent No. 1. Accordingly, there is no relation of the sale with the Corporate Debtor and the outstanding amount appearing in the books of corporate debtor is duly recoverable from all the respondents jointly and severally. The amount outstanding as per the ledger statement is due and recoverable from Respondent No. 1 to Respondent No. 3. All the respondents are hereby directed to pay amounts claimed by the Resolution Professional within 3 weeks from the date of the order. The Respondents shall be jointly and severally liable to make the entire payment as prayed by the applicant Resolution Professional. Application allowed. - IA No. 1179/(ND)/2020 in Company Petition No. (IB)/114/(ND)/2018 - - - Dated:- 21-2-2022 - Dr. Deepti Mukesh, Member (J) and Sumita Purkayastha, Member (T) For the Appellant: Ranbir Singh, Varun Sharma and Vanshika Gupta, Advs. For the Respondent: Mayank Bughani, Adv. ORDER Dr. Deepti Mukesh, Member (J) 1. This is an application is filed by Ms. Shalu Khanna, (hereinafter referred t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of Rs. 50,00,000/- and also assured the applicant that the Respondent No. 1 was not promoted/managed by SRS Ltd. The copy of email is annexed. 5. The applicant states that pursuant to his request vide email dated 22.10.2019 to provide all documents executed by the Respondent No. 1 the operational creditor, the Respondent No. 3 shared certain documents vide email dated 06.11.2019 being the Share Purchase Agreement dated 10.03.2016 entered into between Respondent No. 1 Mr. Anil Jindal, Director of M/s. SRS Ltd. The applicant further submits that on perusal of the Share Purchase Agreement, it was observed that there was no reference of the corporate debtor i.e. M/s. Saubhagya Ornaments Pvt. Ltd. in the said agreement and no authorization was ever granted by the corporate debtor to Respondent No. 1, for selling its shares of Hotline CPT Ltd. to M/s. SRS Ltd. against the payments made. Accordingly, it can be concluded that the sale of shares has been done without any instructions/authorization and without any legal obligation. Hence the amount of Rs. 50 Lakh appearing as outstanding in the books of the corporate debtor is legally and duly recoverable from the Respondent Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... recoverable from the Respondent No. 1, which is distinct and separate entity. Hence the Respondent No. 2 to 4 must be deleted from Memo of parties. b) The claim of applicant is barred by limitation, as the claim pertains to the 18.02.2016 and the limitation expires on 17.02.2019. Further as per the applicant the claim was first raised on 29.04.2019. Hence the claim is liable to be rejected. c) That the applicant has misrepresented the facts as it is the contention of applicant that a sum of Rs. 50,00,000/- was given as advance to the Respondent No. 1. However, the Corporate Debtor is neither an NBFC nor a Banking company. It is involved in the business of manufacturing/sale of ornaments. Further no document has been placed on record to show that the any advance was given by the corporate debtor. Also, there is no loan agreement or any communication to substantiate the claim of the Applicant. The claim is also falsified by the conduct of the Corporate Debtor. d) The applicant has placed on record the Share Purchase Agreement dated 10.03.2016, which demonstrates that the shares held by the Respondent No. 1 in Hotline CPT Ltd. worth INR 1.10 crore was transferred in favour o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng execution of the said transaction, the outstanding amount is duly recoverable from the respondents. b) That it is further stated that the defense taken by the Respondent in its email dated 11.11.2019 must be denied as Mr. Anil Jindal is neither the Director nor the shareholder of the Corporate Debtor. Further also stated that SRS and the Corporate Debtor is a separate entity. The story of the respondent is so called shares of Hotline CPT Limited were never transferred to SRS Limited, and the same is evidenced from the records available on the MCA portal. 11. The applicant filed written submissions reiterating the contentions already stated in the application and its rejoinder. Further, also stated the following: a) That 18.02.2016 is the date of payment of money by Corporate Debtor to Respondent No. 1 and the same is not the date when the amount became due. Accordingly, the applicant prays before the Hon'ble Tribunal to condone the delay considering that the corporate debtor is a shell company and the recovery of the outstanding amount is necessary to meet the ends of justice. To support its contention the applicant has relied upon the case of Hon'ble Supreme C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the transaction between SRS limited and the Respondent No. 1. As per the share purchase agreement there is not even a single reference of the corporate debtor and no authorization was ever granted by the corporate debtor to the Respondent No. 1 Company to sell the shares of Hotline CPT Ltd. to SRS Limited, against payment made by corporate debtor to Respondent No. 1. Accordingly, there is no relation of the sale with the Corporate Debtor and the outstanding amount appearing in the books of corporate debtor is duly recoverable from all the respondents jointly and severally. Hence in view of the above, we are of the considered view that the amount outstanding as per the ledger statement is due and recoverable from Respondent No. 1 to Respondent No. 3. All the respondents are hereby directed to pay amounts claimed by the Resolution Professional within 3 weeks from the date of the order. The Respondents shall be jointly and severally liable to make the entire payment as prayed by the applicant Resolution Professional. 13. In above terms, application is allowed and disposed of. 14. A copy of this order shall be communicated to the parties herein. - - TaxTMI - TMITax ..... X X X X Extracts X X X X X X X X Extracts X X X X
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