JSA successfully represents Resolution Professional of Smaaash Entertainment Private Limited before the Ld. NCLAT, New Delhi
JSA successfully represented Mr. Bhrugesh Amin (Resolution Professional of Smaaash Entertainment Private Limited) in an appeal before the Ld. National Company Law Appellate Tribunal, New Delhi (“NCLAT”), wherein the Ld. NCLAT upheld the order dated 22.11.2023 (“Impugned Order”) passed by the Ld. National Company Law Tribunal, Mumbai (“NCLT”) cancelling and annulling the Deed of Assignment dated 19.04.2022 executed by the ex-promoters for the brand “SMAAASH” (“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. On 22.11.2023, the Ld. NCLT vide its Impugned Order 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.
Being aggrieved by the Impugned Order, FGAPL challenged the same before the Ld. NCLAT. The Ld. NCLAT while dismissing the appeal, upheld the Impugned Order and noted that the Impugned Order continues to remain operative.
Our Disputes Team Comprised Partner – Varghese Thomas, Dheeraj Nair, Kunal Kaul, and Fatema Kachwalla, Senior Associate – Avni Sharma, and Associate – Virgil Braganza.
Our Banking and Finance Team Comprised Partner – Tirthankar Datta, Aditi Sehgal and Associate – Ciol Kumar
Aditi specialises in banking & finance and insolvency. She has extensive experience in domestic and cross border debt transactions including syndicated lending (secured & unsecured), debt capital markets, real estate financing, project finance, structured finance, acquisitions, cross border investments, overseas direct investments, external commercial borrowings, listed and unlisted corporate bonds/ non-convertible debentures (private placement) and debt restructuring.