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TMI Blog2021 (2) TMI 119X X X X Extracts X X X X X X X X Extracts X X X X ..... eholders forming part of the Annual Returns filed by the proposed Respondent in the year 2018-2019 reveals that the Corporate Debtor is a subsidiary of M/s. Inkel Ltd. The Holding Company (M/s. Inkel Limited) have 65% of the shares in the subsidiary company managed by a Managing Director who is a part of the minority shareholder group and promoter - It is seen from the records that the operational affairs of the Corporate Debtor are now being managed by INKEL executives and that the Companies are hopeful of achieving a turnaround in the fortunes of the Corporate Debtor and ensure that the investments stay protected. Thus, it is clear that the Corporate Debtor company have been acquired by M/s Inkel Ltd. and is having a control stake of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct w.e.f. 01.06.2018 vide his appointment letter dated 28.05.2018. It was agreed upon by the Corporate Debtor that the applicant shall receive a consolidated salary of ₹ 80,000/- (Rupees Eighty Thousand only) for the services he will provide in his capacity as a Project Manager. The Corporate Debtor pursuant to the same has been making payments to the applicant. Despite the applicant s efficient and diligent performance, the Corporate Debtor had abruptly stopped paying salary from the month of December, 2018 without providing any notice. It is a matter of record that the Applicant has not been terminated from the employment nor has received any intimation from the Corporate Debtor providing reason for discontinuation of service. Conse ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicant took steps under the Insolvency and Bankruptcy Code, 2016 for initiation of Corporate Insolvency Resolution Process, by filing IBA. 5. The applicant further submitted that the shares of the Corporate Debtor company have been acquired by M/s. Inkel Ltd. and is having a control stake of over 65% of the shares of the Corporate debtor with effect from 01.12.2017. It is also stated that the said acquisition of shares was happened in the year 2016 and the operations of Seguro was managed, controlled and operated by M/s. Inkel Limited the proposed additional respondent. The relevant portion of the report of the shareholder is extracted below: Subsidiary Company- Seguro Foundations Structures Ltd. This subsidiary where your ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of ₹ 90,00,00,000/- (Rupees Ninety crores) sanctioned by the bank. It is further imperative to note that the erstwhile Managing Director of Inkel Ltd, Mr. Mohammed Sagheer is in fact the Managing Director of the Corporate Debtor even as on date. 7. From, the above it is clear that the proposed additional Corporate Debtor is in charge of the day to day affairs of the Company and is, therefore, responsible and liable for all the debts and liabilities that are incurred on behalf of the Corporate Debtor. It is further clear that the Corporate debtor has been acquired exclusively for the purpose of entering into agreements and to limit the liability on the proposed additional Corporate Debtor which is in contravention to the provision ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd AD card returned is on record. But the Corporate Debtor did not make representation before this Tribunal. Thereafter, the Operational Creditor filed this Interlocutory Application to implead M/s. Inkel Limited as additional Corporate Debtor in the application. 12. The question that arises for consideration is that whether the proposed party can be impleaded as an additional Corporate Debtor in an application under Section 9? 13. In order to arrive at a conclusion on the aforementioned issue, it is desirable to notice the facts stated by the applicant. The Directors Report to shareholders forming part of the Annual Returns filed by the proposed Respondent in the year 2018-2019 reveals that the Corporate Debtor is a subsidiary of M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for admission of the case if record is complete, after notice to the parties. 17. Before admission of the case, it will be open to the Respondents to settle the matter and in such case, the Appellant may withdraw the case. The Appeal is allowed with aforesaid observations and. directions. No cost. 16. From the above facts it is clear that the Corporate Debtor company have been acquired by M/s Inkel Ltd. and is having a control stake of over 65% of the shares of the Corporate Debtor with effect from 01.12.2017. The operations of Corporate Debtor were managed, controlled and operated by the proposed Corporate Debtor. 17. In the light of the above decision in AMB Infrabuild (supra) and considering the facts and circumstances of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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