AI OCR 
TaxTMI 
TaxTMI 
TaxTMI 
2021 (12) TMI 962
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....reditor) in Form 5 to initiate Corporate Insolvency Resolution Process (CIRP) against M/s Ebix Technologies Private Limited, Pune-411021, Maharashtra for an outstanding Success Fee amount of Rs. 4,57,54,500/- inclusive of interest. The amount pertains to Success Fee calculated at 2% of the Enterprise Valuation of the transaction (i.e. 2% of USD 27.5 million). BRIEF HISTORY OF THE CASE:- 2. The Petitioner/ Operational Creditor submits that they entered into an Acquisition Service Agreement with Indus Software Technologies Pvt Ltd (Indus) on 17.11.2016 for the purpose of introducing certain target entitles (Target Entity) to Indus. Pursuant to this Agreement, the Operational Creditor was to provide qualified acquisition targets and assist I....
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....3.02.2017, introduced a potential Target Entity viz. Miles Software (Miles/ Target Entity) to Indus. Several communications were exchanged by the Petitioner and the Respondent/ Corporate Debtor between 01.03.2017 and 11.04.2017 where, the Petitioner says, Indus showed interest and inclination in the prospective acquisition of Miles. 2.4. The Petitioner/ Operational Creditor further submits that a "non-disclosure agreement" (NDA) was entered on 08.03.2017 between Miles and Indus, to disclose certain proprietary and confidential information to one another for the purposes of exploring the business opportunities regarding the potential acquisition of Miles by Indus. 2.5. The Petitioner/ Operational Creditor submits that pursuant to and as re....
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....transaction envisaged under the Agreement. 2.8. The Operational Creditor sent a demand notice on 03.04.2019 to the Corporate Debtor u/s 8 of the Code for an amount of INR 4,28,56,764/- along with Goods and Service Tax @ 18% and such other taxes as applicable, along with other taxes applicable thereon calling upon the Corporate Debtor to pay the Success Fee. As per the Petitioner, reply to the demand notice was sent by the Corporate Debtor on 16.04.2019 which is allegedly in a non-coherent manner, inter alia raising contentions that the demand notice lacks specific authorization for the advocate to send the demand notice on behalf of the Operational Creditor. The Petitioner/ Operational Creditor submits that the Corporate Debtor has become ....
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....fore acquisition of Indus, independently entered into discussions with Miles through a third-party agent (Aaaraya Advisory Services Pvt Ltd) appointed by Miles and Operational Creditor did not facilitate the acquisition. Corporate Debtor also submits that while acquiring Indus, the Ebix Inc carried out extensive due diligence and no Agreement or any Resolution with respect to the Agreement came to light. 3.3. The Respondent also submits that the present Petition is not maintainable for the reasons that there is no privity of contract between EBIX Inc. having its headquarters in Atlanta, Georgia on one hand and Atlanta on the other hand and no services were provided by Atlanta to Ebix Inc to acquire Miles Software Solutions Pvt Ltd (Mils) i....
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....s in USA. 3.7. As per the Respondent Debtor, the entire case of Atlanta is dependent on the purported Agreement dated 17.11.2016 with Indus to which Ebix Inc is not a party. Therefore, under no circumstance, Atlanta have any cause of action or locus to seek any reliefs against Ebix or its subsidiaries or its acquired companies on the basis of any such alleged Agreement in any manner whatsoever. 3.8. The Corporate Debtor submits that since existence of any alleged debt itself is in serious dispute, Atlanta cannot be termed as an Operational Creditor within the meaning of Section 5(20 of the Code. FINDINGS 4. CP 3447/2019 has been filed by M/s Atlanta Global Advisors Private Limited, Operational Creditor, u/s 9 of the Insolvency & Bankrup....
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.... the RoC. It is, therefore, clear to the Bench that for acquisition of Miles by Ebix Inc on 18.07.2018 was prior to and around the same time the acquisition of Ebix Inc of Indus on 20.07.2018. Therefore, this Bench is of the view that in the acquisition of Miles by Ebix Technologies Pvt Ltd, there was no contribution of Indus and, therefore, no role for Atlanta Global Advisors Private Ltd in the acquisition of Miles. The Letter of Intent undertaken by Ebix Inc and shareholders of Mile was signed before acquisition of Indus by Ebix Inc. The Bench in this regard also notes that all negotiations with respect to acquisition of Miles were undertaken by Ebix Inc by its office in USA and not in any manner through Indus. Therefore, this Bench is of....