9911796707
TMI Blog2021 (3) TMI 28X X X X Extracts X X X X X X X X Extracts X X X X ..... Salonee Kulkarni, Mr. SumeshDhawan and Mr. SagarDhawan, Advocates for R-2 & R-3. JUDGMENT A.I.S. Cheema, J. 1. This Appeal has been filed against the Impugned Order 26th February, 2020 passed by the Adjudicating Authority,National Company Law Tribunal, Mumbai Bench, Mumbai in M.A. No. 3664 of 2019 in C.P. (IB) No. 1765, 1757 and 574/MB/2018. By the Impugned Order, the Adjudicating Authority consolidated 'Corporate Insolvency Resolution Process' (CIRP In Short) of Respondent No. 2-Lavasa Corporate Ltd. (LCL in Short) and its hundred percent subsidiary Companies Respondent No. 3-Warasgaon Assets Maintenance Ltd. (WAML in short) and DasveConvention Centre Ltd. (DCCL in short) all three of which Companies were undergoing 'CIRP'. The Impugne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecorded in the Impugned Order directed consolidation of the three 'CIRP' proceedings into one under the Resolution Professional of LCL 4. We have heard Learned Counsel for the parties. The Appellant-Operational Creditor of DCCL claims that majority decision of 'CoC' of DCCL which was comprising only of the Operational Creditors were against the consolidation of the 'CIRP' of DCCL with 'CIRP' of Respondent No. 2-LCL. The Learned Counsel for the Appellant referred to the Written-Submissions filed by her vide Diary No. 25454 to submit that the Resolution Professional of Respondent No. 2 had in the 'CIRP' of Respondent No. 2-LCL taken over the DCCL disregarding the 'CIRP' pending in the matter relating to DCCL by claiming that the Lease Agreem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no Financial Creditor. Thus it is tried to be argued that the yardsticks as laid down in the Judgment in the matter of "State Bank of India Versus Videocon Industry Ltd." were wrongly applied while consolidating 'CIRP' of DCCL with the other two Companies. 6. Learned Counsel for the Appellant accepted that the Respondent No. 2-LCL was lessee of Maharashtra Krishna Valley Corporation with regard to the Property of DCCL and that Respondent No. 2-LCL in its turn had leased the property to its subsidiary DCCL vide Deed of Lease Annexure-F at Page 109. The document shows the Lease of 20 years was created w.e.f 15.07.2010 for a lease premium of Rs. One Hundred and Ten Crores and yearly rent of Re. 1. 7. It has been argued by Learned Counsel for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and that aim of 'CIRP' is resolution for the Company rather than recovery of money. 9. Perusal of the Impugned Order shows that keeping the yardsticks laid down in the Judgment in the matter of "State Bank of India Versus Videocon Industry Ltd." the Adjudicating Authority discussed the common control of these hundred percent subsidiaries of Respondent No. 2; that there were common directors; that there were common assets and liabilities. The inter-dependence and inter-lacing of finance was also considered as well as the pooling of resources. The Adjudicating Authority considered that DCCL's sole business is to operate the convention center located Lavasa Hill Town Ship built on land leased out by Respondent No. 2-LCL. The business is depen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... olution Plans submitted with regard to the LCL, the Applicants wanted pre-condition that entire group debt with respect to LCL group of Companies should be extinguished instead of stand-alone debt of LCL. There is no dispute that LCL has about 49 subsidiaries or joint-ventures. The Adjudicating Authority observed that with the cancellation of the un-registered lease DCCL could not have any business or revenue stream or any resolution on stand-alone asset. In Paragraph 18.1, the Adjudicating Authority observed as under: "18.1 It appears form the facts mentioned above that lack of consolidation of the CIRPs of these Corporate Debtors viz. WAML and DCCL which are already under Insolvency and Resolution of the Debt of WPSL and DRL can only ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... signed between Maharashtra Krishna Valley Development Corporation and Corporate Debtor (the Lessee) i.e. LCL it was decided as per Clause 18 of the Deed of Lease that LCL does not have right to assign the Lease-hold rights to any other person. Therefore, the sub-Lease dated September, 30, 2010 of the property, to DCCL (Deed of Sub-Lease) by the Corporate Debtor LCL without permission of the lessor, i.e. Maharashtra Krishna Valley Development Corporation and by way of unregistered instrument without payment of adequate stamp duty is in contravention of applicable laws and therefore, vests no rights, interest, or title whatsoever in DCCL pursuant to Deed of Sub-Lease. Besides, as has been mentioned in the previous paragraphs the DCCL is 100% ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
