Appeal Dismissed, NCLT Order Affirmed | Corporate Insolvency Process | Shareholder Appeals Dismissed

Mack Soft Tech Pvt Ltd., Logvis AG And Mecon FZE Versus Quinn Logistics India Ltd.

Mack Soft Tech Pvt Ltd., Logvis AG And Mecon FZE Versus Quinn Logistics India Ltd. - TMI Issues Involved:
1. Acquisition of shareholding and interest-free loan.
2. Dilution of shareholding and legal proceedings.
3. Demand for repayment and initiation of insolvency proceedings.
4. Maintainability of the appeal.
5. Compliance with statutory requirements for filing under Section 7 of the I&B Code.
6. Applicability of the law of limitation.
7. Status of the Financial Creditor under the I&B Code.

Detailed Analysis:

1. Acquisition of Shareholding and Interest-Free Loan:
Mack Soft Tech Private Limited (Corporate Debtor) was developing an office complex called 'Q-City' in Hyderabad. Quinn Logistics India Private Limited (Financial Creditor) acquired the majority shareholding of the Corporate Debtor on October 23, 2017, for Rs. 126.73 crores. Between 2007-2010, the Financial Creditor disbursed an interest-free unsecured loan of Rs. 62.90 crores to the Corporate Debtor for the development of 'Q-City', which was permissible under Section 327A (8) of the Companies Act, 1956.

2. Dilution of Shareholding and Legal Proceedings:
The Quinn Group, controlled by the Quinn Family, defaulted on loans amounting to 2.8 billion Euros, leading to bankruptcy proceedings. Subsequently, the Corporate Debtor issued 376,301 fresh equity shares to Mecon FZE, diluting the Financial Creditor’s shareholding. This issuance is challenged in Suit No. OS 21 of 2012 before the District Judge, Rangareddy Court, Hyderabad.

3. Demand for Repayment and Initiation of Insolvency Proceedings:
On June 15, 2017, the Financial Creditor demanded repayment of Rs. 62.90 crores from the Corporate Debtor, which the latter disputed, claiming no outstanding amount in its books. The Financial Creditor then filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016, to initiate Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor. The National Company Law Tribunal (NCLT), Hyderabad Bench, admitted the application on August 11, 2017, passing an order of 'Moratorium' and appointing an Interim Resolution Professional.

4. Maintainability of the Appeal:
The Appellant (Corporate Debtor) argued that the appeal under Section 61 was maintainable, relying on the decision in "Steel Konnect (India) Pvt. Ltd. V. M/s. Hero Fincorp Ltd." However, the Tribunal noted that the Supreme Court in "M/s. Innoventive Industries Ltd. Vs. ICICI Bank & Anr." observed that once an insolvency professional is appointed, the erstwhile directors cannot maintain an appeal on behalf of the company. Despite this, the Tribunal proceeded to hear the appeal due to its significance.

5. Compliance with Statutory Requirements for Filing under Section 7 of the I&B Code:
The Appellant contended that the application under Section 7 did not meet the statutory requirements, lacking specific information in Form-1. However, the Tribunal found that the Financial Creditor provided necessary details, including the amount disbursed and the date of default, supported by bank statements and balance sheets. The Form-1 was deemed complete with no infirmity.

6. Applicability of the Law of Limitation:
The Appellant argued that the claim was time-barred. The Tribunal, citing "M/s. Speculum Plast Pvt. Ltd. Vs. PTC Techno Pvt. Ltd.", held that the Limitation Act, 1963, is not applicable to the I&B Code. Even if applicable, the continuous cause of action evident from the Corporate Debtor’s books of account negates the limitation defense.

7. Status of the Financial Creditor under the I&B Code:
The Appellant challenged the status of the Financial Creditor under Section 5(7) read with Section 5(8) of the I&B Code. The Tribunal found that the Financial Creditor’s main object, as per its Memorandum of Association, included granting loans for development, qualifying it as a Financial Creditor. The loan disbursed for the 'Q-City' project constituted a financial debt, and the default was established by the demand notice and subsequent non-payment.

Conclusion:
The Tribunal dismissed the appeal, affirming the NCLT’s order dated August 11, 2017, initiating CIRP against the Corporate Debtor. All connected appeals by other shareholders were also dismissed. No order as to costs was made.