(02.01.2024)

NARESH SALECHA, MEMBER (TECHNICAL)

1.

The present Appeal i.e., Company Appeal (AT) (Insolvency) No. 947 of

2022 has been filed by Mr. Rajeev Kumar Jain, Ex Director and one of the

Mr. Rajeev Kumar Jain

Ex-Director/ Shareholder of

M/s Unicast Autotech Private Limited

…Appellant

Versus

1. M/s Uno Minda Limited

Formerly M/s Minda Industries Limited

CIN: L74899DL1992PLC050333

Regd. Office at: B-64/1,

Wazirpur Industrial Area,

New Delhi – 110052.

Email ID: csmil@mindagroup.com

…Respondent No. 1

2. M/s Unicast Autotech Private Limited

Through its Interim Reoslution Professional

Regd. Office at: 27-B/7, New Rohtak Road,

New Delhi – 110005.

Email ID : info@kiranudyogindia.com

…Respondent No. 2

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Comp. App. (AT) (Ins.) No. 947 of 2022

Shareholders of M/s Unicast Autotech Private Limited (‘Corporate Debtor’)

under Section 61 of the Insolvency & Bankruptcy Code, 2016 (in short

‘Code’). Aggrieved by the Impugned Order dated 08.07.2022 passed by the

National Company Law Tribunal, New Delhi, Bench -VI (in short

‘Adjudicating Authority’) in IB- 763/(ND)/2021 where the Adjudicating

Authority accepted the application of the Respondent No. 1 i.e., M/s Uno

Minda Limited (Formerly known as M/s Minda Industries Limited ) filed

under Section 7 of the Code and Corporate Insolvency Resolution Process (in

short ‘CIRP’) was initiated against the Corporate Debtor.

2.

Heard, the Counsel for the Parties and perused the record made

available including the cited judgements.

3.

It is the case of the Appellant that the Corporate Debtors was

incorporated

on

23.08.2012

and

is

engaged

in

the

business

of

manufacturing aluminium die casts, whereas the Respondent No. 1 is

engaged in the business of supplying automotive solutions to original

equipment manufacturers (in short ‘OEM’).

4.

The Appellant submitted that the Corporate Debtor and the

Respondent No. 1 had good business relationship with each other for long

time and sometime during December, 2020 the Corporate Debtor and its

Promoters including the Appellant herein approached the Respondent No. 1

with an offer to sale 100% stake in the Corporate Debtor along with the

only asset if the Corporate Debtor situated at Narsapura Unit. It is the case

of the Appellant that and after discussions, the Respondent No. 1 made a

-3-

Comp. App. (AT) (Ins.) No. 947 of 2022

Non-Binding Offer (in short ‘NBO’) dated 15.02.2021 to the Corporate

Debtor.

5.

The Appellant submitted that there were some failures on the part of

the Corporate Debtor and the Corporate Debtor decided to terminate the

said NBO. The Appellant brought out that the Respondent No. 1,

subsequently started talk with one Sandhar Technology Limited, which

later withdrew its offer and therefore the Corporate Debtor and the

Promoters including the Appellant herein again approached the Respondent

No. 1 expressing their desire to discuss for sale of stake in the Corporate

Debtor which was agreed by the Respondent No. 1 through fresh NBO dated

15.04.2021. The Appellant and other Promoters of the Corporate Debtor

agreed to transfer the Corporate Debtor along with Narsapura Unit for Rs. 3

Crores against its outstanding dues.

6.

The Appellant submitted that in furtherance of the NBO, the

Corporate Debtor and its Promoters, namely, Mr. Arvind Kumar Jain,

Mr. Vivek Kumar Jain and Mr. Rajeev Kumar Jain entered into a Business

Support Agreement (in short ‘BSA’) dated 17.04.2021 with the Respondent

No. 1. The BSA provided that the Respondent No. 1 was to acquire 100%

shareholding of the Corporate Debtor and further agreed to supply raw

material funding and critical capital working requirements and it was

decided that all such money lent would be considered as unsecured debts

given by the Respondent No. 1 to the Corporate Debtor. The Appellant

submitted that the understanding between the parties was that such

-4-

Comp. App. (AT) (Ins.) No. 947 of 2022

unsecured debts would become payable only from the Prom