JSA successfully represented Mr. Bhrugesh Amin (Resolution Professional of Smaaash Entertainment Private Limited), before the Hon’ble National Company Law Tribunal, Mumbai (“NCLT”), in seeking cancellation and annulment of the assignment of brand name “SMAAASH” pursuant to the Deed of Assignment dated 19.04.2022 (“Deed of Assignment”).
By the Deed of Assignment, the erstwhile promoters of Smaaash Entertainment Private Limited (“Corporate Debtor”), assigned the brand name “SMAAASH” in favour of Fun Gateway Arena Private Limited (“FGAPL”) at a paltry consideration of Rs. 1.5 Crores, merely 18 days before commencement of CIRP. The said consideration was not paid to the Corporate Debtor and was set-off against an antecedent debt owed by the Corporate Debtor to its related party, being AHA Holdings Private Limited.
By the Order dated 22.11.2023, Ld. NCLT, inter-alia, held that:
- The assignment of brand name “SMAAASH” (being the most valuable asset of the Corporate Debtor) by the erstwhile promoters of the Corporate Debtor in favour of FGAPL is a fraudulent transaction and the same was executed to scuttle the CIRP process.
- The assignment of brand name “SMAAASH” is an undervalued and fraudulent transaction within the look-back period under the IBC.
- Accordingly, NCLT directed cancellation and annulment of Deed of Assignment and the erstwhile promoters of the Corporate Debtor are injuncted from using the brand name “SMAAASH” in any manner.
Our Disputes Team Comprised Lead Partner – Varghese Thomas, Partners – Fatema Kachwalla & Kunal Kaul and Associate – Virgil Braganza.
Fatema’s core practice area is Dispute Resolution. She mainly practices in High Court(s), City Civil Court(s) various benches of the National Company Law Tribunal and the National Company Law Appellate Tribunal.