Allowed

In the matter of Asa Production and Entertainment Pvt. Ltd. I.A. 282 of 2021 in C.P (Ib) No. 1973 of 2019

NCLT7 Dec 2021

Case brief

AI extract

What is this about?

The NCLT passed an order allowing an application under Section 33(2) of the IB Code to initiate liquidation of the corporate debtor ASA Production and Enterprises Limited. Based on the Committee of Creditors' 100% resolution initiating liquidation due to no Resolution Applicants, the Tribunal appointed the Resolution Professional, Amar Vijaykumar Agarwal, who filed for consent, as the Liquidator u

What did the court decide?

The application was allowed directing the liquidation of the Corporate Debtor and appointing the Resolution Professional as the Liquidator.

In the matter of Asa Production and Entertainment Pvt… — Insolvency and Bankruptcy | NCLT (2021)

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III

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I.A. 282/2021 IN

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C.P.(IB)-1973(MB)/2019

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CORAM: SHRI H.V. SUBBA RAO, MEMBER (J) SHRI CHANDRA BHAN SINGH, MEMBER (T)

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ORDER SHEET OF THE HEARING OF MUMBAI BENCH OF THE NATIONAL COMPANY LAW TRIBUNAL ON 07.12.2021

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NAME OF THE PARTIES: Gopal Sound

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V/s

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ASA production & Entertainment Pvt Ltd

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SECTION 9 OF INSOLVENCY AND BANKRUPTCY CODE, 2016

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ORDER

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Counsel for the Resolution Professional, Mr. Rajdeep Lahiri is present through virtual hearing.

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I.A. 282/2021

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The above Application is filed by the Resolution Professional for Liquidation of the Corporate Debtor Company. The above application is supported by the relevant Resolution of the COC recommending the liquidation and also proposing the name of the RP Mr. Amar Agarwal as a Liquidator. The above I.A. is allowed. Detailed order will follow.

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Sd/- Sd/CHANDRA BHAN SINGH H.V. SUBBA RAO Member (Technical) Member (Judicial)

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H.V. SUBBA RAO

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Member (Judicial)

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IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COURT III

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I.A. 282 OF 2021

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Under Section 33(2) of Insolvency & Bankruptcy Code, 2016

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Filed by Mr. Amar Agarwal Resolution Professional of: ASA Productions and Enterprises Private Limited

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…Applicant

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In the matter of C.P. No. 1973 of 2019

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Gopal Sound, Through its Proprietor Mr. Balasundaran Silvaraj Mudhaliyar, 461, Subarmati Society No. 15, Sagar Nagar, Vitthal Temple, Vikhroli Park, Sit Upper Pedo Pada, Vikhroli West, Mumbai - 400079

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…Petitioner

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Versus

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ASA Production and Enterprises Limited 501, Jagdamba, A-2, Link Road, Kanch Pada, Movie Time, Theatre, Compund, Malad West, Mumbai - 400064

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…Corporate Debtor

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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Order delivered on: 07.12.2021

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Coram:

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Hon’ble Shri H.V. Subba Rao, Member (Judicial) Hon’ble Shri Chandra Bhan Singh, Member (Technical)

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Appearance:

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For the Resolution Professional: Mr. Rajdeep Lahiri, Advocate

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The above application I.A. No. 282/2021 is filed by Resolution Professional, Mr. Amar Agrawal seeking Liquidation of ASA Production and Enterprises Limited (hereinafter referred as Corporate Debtor) under Section 33(2) of the Insolvency and Bankruptcy Code, 2016 (hereinafter called as “the Code”) and read with Regulation 3 of The Insolvency & Bankruptcy Board of India (Liquidation Process) Regulation, 2016 (hereinafter called as “the Process Regulation”), praying for following reliefs:

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a. Allow the instant application and pass an order directing the Corporate Debtor to be liquidated in terms of Chapter III of Part II of the Code;

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b. Appoint Mr. Amar Vijaykumar Agrawal, bearing registration number IBBI/IPA-001/IP-P00086/2017-18/10182 as the liquidator of the Corporate Debtor;

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c. Issue a public announcement stating that the Corporate Debtor is in liquidation;

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d. Require such order to be sent to the Registrar of Companies with which the Corporate Debtor is registered;

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e. In the interim, pending the hearing and final disposal of the present application as prayed above, allow the moratorium

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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period to continue and permit the Applicant to continue in his role as the RP of the Corporate Debtor on the same terms as agreed with the members of the COC during the CIRP process;

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f. Pass any other order or orders as this Hon’ble Adjudicating Authority may deem fit in the facts and circumstances of the matter.

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The brief facts of the application are as follows:

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A. The applicant mentioned that this Tribunal vide its order dated 13.11.2019 in Company Petition No. 1973 of 2019 admitted the petition under Section 8 & 9 of the Code read with Rule 6 of Insolvency and Bankruptcy (Application to Adjuducating Authority) Rules, 2016 (hereinafter called as “the Rules”), filed by Gopal Sound (hereinafter referred to as the “Financial Creditor”) and Corporate Insolvency Resolution Process (hereinafter referred to as the “CIRP”) was initiated against ASA Production and Enterprises Private Limited, (hereinafter called as the “Corporate Debtor”). The applicant herein was appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor by this Tribunal vide this Order dated 13.11.2019.

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B. In pursuance of the Order, the IRP had issued a public announcement in Form A published on 24.11.2019 in Free Press Journal and Navshakti inviting claims from the Creditors and other stakeholders with the last date of claims announced as 04.12.2019.

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C. The Committee of Creditors, (hereinafter called as the “CoC”) was constituted on 24.12.2019, whereby in the first meeting

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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the CoC held on 28.12.2019, in the said meeting the applicant was appointed as the Resolution Professional of the Corporate Debtor to conduct the CIRP of the Corporate Debtor in accordance with the relevant provisions of the Code.

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D. It is further stated by the Applicant that an advertisement, inviting Expression of Interest (EoI) in Form G was published on 11.02.2020 in Free Press Journal and Navshakti newspaper wherein the last date for the submission of EoI was 01.03.2020. Therefore, no EoI was being received by the Applicant.

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E. The CoC in its 4^th meeting which was held on 23.07.2020, the Applicant informed the CoC that pursuant to publication of the invitation for EOI, the RP received no application therein. That it was decided in the meeting that considering the efforts made by the RP towards finding resolution applicants, the CoC was satisfied that there is a “rare prospect of finding a prospective Resolution Applicant in this case and Liquidation process should be started”. The Committee in the said meeting noted that the Resolution Professional i.e., the Applicant herein being eligible to act as the Liquidator of the Corporate Debtor, therefore the Financial Creditor requested to the RP to act as Liquidator as he worked extensively on the case and have all the details of the case and the name of Mr. Amar Vijaykumar Agarwal (Reg. No. IBBI/IPA-001/IPP00086/2017-18/10182) has been recommended to be the liquidator for the Corporate Debtor. The said Mr. Amar Vijaykumar Agarwal has provided his written consent to be appointed as the Liquidator of the Corporate Debtor.

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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Thereafter, the Committee decided to put the following resolution for e-voting, the relevant extract of the resolution and voting result is reproduced herein below for ready reference:-

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FURTHER COURSE OF ACTION IN ABSENCE OF ANY EXPRESSION OF INTEREST: The RP informed the committee till last date of Submission of expression of Interest as mentioned in Form G i.e. 1^st March 2020, RP has not received any Expression of Interest.

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The RP requested CoC to consider further Course of Action. The CoC discussed the matter and the efforts made by the RP towards finding a Resolution Applicant the CoC was satisfied that there is a rare prospect of finding a prospective Resolution Applicant in this case and Liquidation process should be started

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The relevant extract of the Result of e-voting is as

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follows:-

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S. No.	Name of	Voting	In Favour	Against	Abstained
	the Financial Creditor	Share
1	Axis	100%	Yes	----	----
	Bank
	Total	100.00	Yes	----	----

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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RESOLVED THAT pursuant to the provisions of Section 33(2) and other applicable provisions if any, of Insolvency and Bankruptcy Code 2016 and the rules and regulations framed there under, Committee of Creditors hereby resolved to liquidate the Corporate Debtor considering rare prospects of revival of Corporate Debtor.

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APPOINTMENT OF LIQUIDATOR

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The RP informed CoC that as per Section 34 of IBC, the Adjudicating Authority shall appoint RP as Liquidator subject to written consent by the RP. The RP informed the CoC members that the liquidation proceedings under IBC 2016 require full attention of the liquidator in order to maximise the realisation and safeguard interest of all the stakeholders. However due to various professional pre-occupations and other commitments. The RP would not be able to devote so much of time and hence he does not wish to take up the assignment as Liquidator.

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Heard the arguments of the counsel appearing for the Resolution Professional and perused the record. It is observed from the minutes of the 4^th CoC meeting held on 23.07.2020 that the CoC has, with 100% majority, decided to liquidate the Corporate Debtor. As there is a rare prospect of finding a prospective Resolution Applicant in this case and Liquidation process should be started.

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The Applicant/ Resolution Professional Mr. Amar Vijaykumar Agarwal has agreed to act as Liquidator to carry on the process of Liquidation and given his consent to act as Liquidator.

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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Relying on the settled principle of law regarding the Commercial Wisdom of the CoC, we hereby allow this Interlocutory Application Number 282 of 2021 and pass the following:

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ORDER

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The above I.A. No. 282/2021 is allowed and the Corporate Debtor ASA Production and Enterprises Limited is ordered to be liquidated.

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a. Mr. Amar Vijaykumar Agarwal , having (Registration No. IBBI/IPA-001/IP-P00086/2017-2018/10182) and having office at: Plot No. 1, Girupal, Bhagwaghar Layout Gali No. 3, Opp. Ajit Bakery, Dharampeth, Nagpur - 10, is hereby appointed as the Liquidator as provided under Section 34(1) of the Code.

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b. That the Liquidator for conduct of the liquidation proceedings would be entitled to the fees as provided in Regulation 4(2)(b) of the IBBI (Liquidation Process Regulations), 2016.

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c. The Liquidator appointed in this case to initiate liquidation process as envisaged under Chapter-III of the Code by following the liquidation process given in the Insolvency & Bankruptcy Board of India (Liquidation Process) Regulations, 2016.

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d. The Liquidator appointed under section 34(1) of the Code. Will have all powers of the board of directors, key managerial personnel and the partners of the Corporate

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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Debtor, as the case may be, shall cease to have effect and shall be vested with the liquidator.

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e. That the Corporate Debtor to be liquidated in the manner as laid down in the Chapter by issuing Public Notice stating that the Corporate Debtor is in liquidation with a direction to the Liquidator to send this order to the ROC under which this Company has been registered.

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f. All the powers of the Board of Directors, key managerial persons, the partners of the Corporate Debtor hereafter ceased to exist. All these powers henceforth vest with the Liquidator.

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g. That the personnel of the Corporate Debtor are directed to extend all co-operation to the Liquidator as required by him in managing the liquidation process of the Corporate Debtor.

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h. That on having liquidation process initiated, subject to Section 52 of the Code, no suit or other legal proceeding shall be instituted by or against the Corporate Debtor save and except the liberty to the liquidator to institute suit or other legal proceeding on behalf of the Corporate Debtor with prior approval of this Adjudicating Authority.

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i. This liquidation order shall be deemed to be a notice of discharge to the officers, employees and workmen of the Corporate Debtor except to the extent of the business of the Corporate Debtor continued during the liquidation process by the Liquidator.

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

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I.A. 282 of 2021 IN C. P. No. 1973/I&B/MB/2019

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With the above directions, this application i.e. I.A. No. 282 of 2021 is hereby allowed and disposed of.

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Sd/- Sd/- CHANDRA BHAN SINGH H.V. SUBBA RAO MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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