MCT Cards & Technology Pvt. Ltd. vs TMW FinTech Pvt. Ltd.

I.A No. 94 /2024:

a)

That this Tribunal be pleased to allow the present Application;

b)

That this Tribunal be pleased to approve the Revised Resolution Plan of the Successful Resolution Applicant viz. Mr. Sudeep Sampatmal Dasani (lead member) and Next Steps Advisors LLP (consortium member), as approved by the Members of the Committee of Creditors with 78.59% votes in favour of the said Resolution Plan, which is higher than the requisite majority;

c)

And for such other/ further order(s) and /or direction(s) as the facts and circumstances of the case may warrant

Brief Background:

Seventh CoC Meeting:

Federal Bank Interlocutory Application:

37.

We see that in the present case, the Resolution Plan Value as stated in the Plan is approximately Rs. 121 Lakhs which also includes the balance in the Pool Account which fact is mentioned in the Resolution Plan. The relevant clauses are reproduced below:

'III. OVERVIEW OF PLAN

Part III(A):

Structured repayment as per viability plan:

***

1. CIRP Cost

***

Resolution Applicant propose that CIRP cost will be paid from the Existing available cash and bank balance including the balance in Escrow Account of the Corporate Debtor.

***

3. Treatment of Financial Creditors

***

3.2 Treatment of Unsecured Financial Creditors.

The claim accepted from the unsecured Financial Creditors and amount proposed to be paid to them have been mentioned in Annexure B:

The Resolution Applicant proposes that whatever balance is available in the existing Cash and Bank account including balance in Escrow Account (as and when realized) after adjusting the CIRP Cost should be distributed to the Unsecured Financial Creditors in the ratio of their admitted claims."

46.

On perusal of the business correspondent agreement dated 16.01.2018, along with the Master Circular and Master Directions, it is seen that the Corporate Debtor was only allowed to pre-fund the said account and was never entitled to the amounts lying in the Pool Account and therefore, the same cannot be considered as an asset of the Corporate Debtor. In view thereof, neither the Corporate Debtor nor the Resolution Professional have the right to retain the balance of Rs. 54,18,595.52 lying in the Pool Account.

47.

Considering the business correspondent agreement and the relevant RBI guidelines on issuance of PPI, we hold that the amount of Rs. 54,18,595.52/- in the Pool Account belong to the PPI holders/ customers of TMW Program as per the list contained in the additional affidavit dated 07.11.2023 submitted by the Applicant.

49.

As already stated above, the Pool Account had balance of Rs.54,18,595.52 out of which the RP had withdrawn Rs. 10,00,000 for meeting the CIRP Expenses. We are conscious that the Corporate Debtor is not the issuer of PPI, however, since it has opened a Pool Account for collection of funds from PPI holders, the Corporate Debtor is bound by the guidelines of the RBI. The applicable RBI Guidelines clearly state that the funds in the escrow/pool account shall not be utilized for any purpose other than those specified therein.

50.

In view of the above discussions, we hold that the amount lying in the non-operating pool account i.e. balance of Rs. Rs. 54,18,595.52 does not belong to the Corporate Debtor but to the PPI holders and therefore should be excluded from the assets of the Corporate Debtor. Accordingly, prayer b' is allowed and answered in positive."

Approval of the Resolution Plan

Withdrawal of I.A.1040 of 2022

17. Extension and Exclusion

Brief background of the Resolution Applicant:

Performance Bank Guarantee.

Payment to stakeholders

a. CIRP Cost

b. Treatment of claims of Unsecured Financial creditors.

EPFO Claim:

5.

Ld. Counsel for RP has taken instructions and informed that RA is willing to pay the amount of Rs. 28,918/- under Section 7A of P.F. Act for the period from 01/2019 to 06/2019. Ld. Counsel for the Provident Fund Department has annexed chart on Page No – 6 to Page No -12 giving names of the employees to whom the said shortfall of PF amounts aggregating to Rs. 28,918/- are payable.

6.

The RA is directed to make the payment of Rs 28,918/- to the Provident Fund Department to be onward credited to the account of the employees as per the affidavit dated 08.05.2025, filed by the P.F. Department.

3.

The Applicant had accordingly shared a copy of the Order with the Successful Resolution Applicant, asking him to comply with the directions passed in the said Order.

4.

In compliance with the said directions, the Successful Resolution Applicant under a cover letter dated 15th July 2025 (submitted on 9th July 2025) addressed to the RPFC 1, Regional Office, Thane (South), EPFO Thane South, Vardan Commercial Complex, MIDC Road No. 16, Wagle Estate, Thane - 400604, submitted the Order as well as a Demand Draft dated 15th July 2025 bearing no. 015031, drawn on Bank of India, Stadium Road Branch, Ahmedabad, for an amount of INR 28,918/- ("Demand Draft"), in compliance with the directions passed in the said Order.

Additional Affidavit dated 06.11.2025

3.

Regarding the CIRP costs, the Applicant submits that as on date of filing the present affidavit, the CIRP costs of the Corporate Debtor has gone upto INR 42,42,548/- (Rupees Forty-Two Lakhs Forty-Two Thousand Five Hundred and Forty-Eight only).

4.

Further, the Applicant submits that while in the revised FORM H, the Applicant has mentioned Federal Bank (a financial creditor) as a "Dissenting Creditor", however, in this regard, the Applicant would like to clarify that Federal Bank had only abstained from voting on the Resolution Plan. In any event, in light of the clarification sought by the Hon'ble Tribunal vide order dated 9th October 2025, the Applicant had sought the said clarification from the Successful Resolution Applicant regarding payments to be made to the dissenting financial creditors in priority over the other financial creditors. The Successful Resolution Applicant in compliance thereof, has submitted an affidavit to the Applicant dated 05th November 2025, inter alia clarifying and confirming that in compliance of Section 30(2)(b )(ii) read with Regulation 38(1) of the IBBI (Insolvency Resolution Process of Corporate Persons) Regulations, 2016, the payments to be made under the Resolution Plan, will be paid in priority to the dissenting financial creditors / financial creditors who have a right to vote under Section 21 (2) and did not vote in favour of the Resolution Plan. The Applicant has also intimated the CoC members of the said affidavit vide its email of 05th November 2025.

Additional Affidavit dated 02.12.2025

3.

As on the insolvency commencement date i.e. on 8th October 2021, an amount of Rs. 2,49,5411/- was lying as a credit balance in the Bank account of Corporate Debtor maintained with ICICI Bank. In addition to the same, Federal Bank Ltd., one of the Financial Creditor of the Corporate Debtor, made available a sum of Rs.10 lakhs (on 29th January 2022) to be utilized to meet the CIRP costs. Further, during the course of corporate insolvency resolution process of the Corporate Debtor (‘CIRP’), I was able to generate monies by claiming Income Tax refund pertaining to A.Y.2020-2021 and A.Y. 2021-2022 and A.Y. 2024-2025. Further, some amounts as and by way of interest were also earned by the Corporate Debtor during its CIRP. On or about 2nd March 2022, an earnest money deposit of Rs.10 lakhs was received by the Corporate Debtor from the successful resolution Applicant viz. Mr Sudeep Samaptlal Dasani in consortium with Next Step Advisors LLP.

4.

Therefore, a total amount of Rs.49,17,125/- was available with the Corporate Debtor during the CIRP. As against these receipts, a total sum of Rs.42,60,738/- has been incurred and spent towards CIRP costs. A detailed receipts and payment account as also, excel sheets tabular representation pertaining to the CIRP costs is hereto annexed and marked as Exhibit 'A'.

5.

As on date, a sum of Rs.6,56,387/- is lying as a credit balance in the bank account of the Corporate Debtor. The successful resolution Applicant, upon approval of the resolution plan by this Tribunal, is required to pay a further sum of Rs. 38,00,000/- within a period of 90 days from date of order.

6.

In view of the Order dated 14th June 2024 passed by this Tribunal in IA No. 2025 of 2022, a sum of Rs.10 lakhs will have to be repaid to the Federal Bank Ltd. Further, a sum of Rs.2 lakhs originally deposited by the Petitioning operational creditor will have to be refunded. Since the Corporate Debtor did not have any funds to meet the CIRP expenses, and the time taken in adjudication of the present application has consumed longer than anticipated time, the CIRP costs have increased and in order to balance the negative cash flow, the Applicant was constrained to utilize monies from the earnest money deposit submitted by the successful resolution Applicant. Needles to add, appropriate adjustments in terms of the resolution plan approved by the committee of creditors will have to be given effect to, to subsume the increase in the CIRP costs. The summary of cashflow in terms of approved resolution plan is as under:

Sr. No	Cashflow in terms of the RP	Amount in Rs.
1.	Total amount of the Resolution Plan [Refer Part III(A) Clause 3.2, page 385]
	a. Amount to be infused by RA	48,00,000
	b. Amount already available /made available, with the CD	39,17,025
Total		87,17,025
2.	Less: Payments to be made to creditors/adjustments to be made:
	a. CIRP Cost [Cost currently considered is as of 30.11.2025. This is subject to increase and will be taken as on the date of approval of the plan by this Tribunal.	42,60,738

	Payment to dissenting creditor 1 creditor who did not vote in favour of the Resolution Plan.	6,86,787
	Payment to Operational Creditors	50,000
	Payment to Financial Creditors.	25,19,500
	Adjustments: (i) Payment to Federal Bank - Refund as per 14 June 2024 Order. (ii) Payment to Operational Creditor who had originally paid as per the CIRP admission order.	10,00,000 2,00,000
Total		Rs 87,17,025

7.

In view of the aforesaid developments, I called for a meeting of the committee of creditors on 27th November 2025 and informed about the changes/ increase in the CIRP costs which would affect the ultimate pay out to the financial creditors. Upon discussions, the COC has agreed and confirmed their acceptance to the aforesaid.

Compliance Certificate in Form – H

2.

I hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC / Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii)

the Resolution Applicant Sudeep Sampatmal Dasani (Lead Member) and Next Step Advisor LLP (Consortium Member) has submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii)

the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

Or

I sought vote of members of the CoC by Electronic Voting System which was kept open for at least 24 hours as per regulation 26.

4.

The details of CIRP, and resolution plan are as under:

Sl. No	Particulars	Description
1.	Whether Corporate Debtor is an MSME, if so, Date of obtaining MSME registration (pls attach copy of registration certificate)	No
2.	Business of the CD	The CD was in the business of wallet and sold virtual and prepaid cards. The CD was having

					arrangement with Federal Bank.
3.	Total admitted claims
	Sl. No	Description	Principal	Interest and penalty	Total
	1.	Corporate Guarantee claims	NIL	NA	NA
	2.	Other than Corporate Guarantee claims	38,09,26,322	5,63,15,989	43,72,42,301
4.	Resolution Plan Value (including insolvency resolution process cost, infusion of funds, etc.) (In the case of real estate CDs, provide the monetary value of flats etc. given to allottees)				Rs. 48,00,000/-
5.	Voting percentage (%) of CoC in favour of Resolution Plan				78.58% Attached with Petition.

5.

Details of implementation of the Resolution Plan:

Sl. No	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (in Rs.) and its validity	Rs. 20,00,000 valid up to 28.10.2026 and claim validity period upto 28th October 2027
2.	Sources of Funds (in brief)	The SRA has having own funding source to fund the Resolution Plan.
3.	Capital restructuring and management of the Corporate Debtor post approval of resolution plan (in brief including shareholding proposed to be transferred in favour of SRA	1. RA proposes preferential issue and allotment of equity shares of corporate debtor including premium as deemed fit for total value of Rs. 10,00,000/-. 2. RA in addition to above share proposes issue and allotment of 10,000 differential voting rights, shares having face value of Rs.10/-each to resolution group each having 11,000 or such lower vote per share as deemed fit. The said share shall not issue below Rs. 10/- per share.

		3. The RA proposed to infused as unsecured loan upto Rs. 40,00,000/- 4. Sequence of share issue, transfer and reduction shall be as follows: a) Issue and allotment of new equity share. b) Issue and allotment of new DVR equity shares. c) Extinguishment of old equity shares and preferential shares. d) Issue of new 0.01% non-cumulative compulsory preferential share. e) Compulsory transfer of above issued noncumulative compulsory preferential share. Conversion of above acquired 0.01 % noncumulative compulsory preferential share into equity share, if desired by RA.
4.	Term and implementation of the Plan (in brief)	1. The terms of the resolution plan shall be binding on the CD and its employees, members, creditors including the central government, any state government and any local authority. 2. The resolution professional shall give a detailed list of all the assets and handover the books of accounts. 3. Within the 15 days of effective date all documents shall be handed over to resolution applicant. 4. The existing board shall be replaced by new board of directors within Y+90 days.
5.	Details of monitoring committee (in brief)	The resolution professional, the CoC and the resolution applicant shall each be entitled to nominate one member to the monitoring committee.

6.

Effective date of resolution plan implementation

The date on which the resolution plan as approved by the Adjudicating Authority i.e. NCLT, Mumbai is received by Resolution Applicant.

7.

The list of financial creditors of the CD TMW Fintech Private Limited being members of the CoC and distribution of voting share among them is as under:

Sl. No	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Dissented / Abstained)
1.	WISE CORPORATE SERVICES LIMITED	64.91	Voted for Resolution Plan
2.	FRONTIER CAPITAL LIMITED	13.67	Voted for Resolution Plan
3.	THE FEDERAL BANK LIMITED	21.42	Abstained

7A. Realisable Amount:

Sl. No.	Particulars	Description
1.	Total Realisable amount under the plan (In case of real estate CDs, provide the monetary value of flats etc. given to Allottees)	* 48,00,000/-
2.	Fair Value	36,38,890
3.	Liquidation Value	36,35,790
4.	Percentage (%) of realisable amount to Fair Value	206.57%
5.	Percentage (%) of realisable amount to Liquidation Value	206.75%
6.	Percentage (%) of realisable amount to Principal amount	1.97%
7.	Percentage (%) of realisable amount to Total admitted claims.	1.72%
8.	Percentage (%) of realisable amount to Other than admitted Corporate Guarantee claims.	NIL

* The plan value was wrongly mentioned as Rs.75,17,025/-. Upon query, the Resolution Professional present in person apologized for the typo error and has corrected, by hand in the hard copy, the figure at S.N. 1 of Realisable Amount as Rs. 48,00,000/-. Hence the Realisable value is taken as Rs. 48,00,000/-.

7B. Details of Realisable amount:

S . N	Sub-category of stakeholder	Amount Claimed	Amount Admitted	Amount provided under the Plan #	(Amount in lakhs)
					% of Amt Provided to the Amt claimed	Payment Schedule
1.CIRP Cost
	Balance CIRP	15.44	15.44	15.44	100%	Y+90 days (EMD)
2.Unsecured Financial Creditors
	Creditors not having right to vote under sub-section (2) of section 21	NA	NA	NA	NA	NA
	-Dissenting	684.86	684.86	6.87	1.00	Y+90days
	- Assenting	2513.02	2513.02	25.19	1.00	Y+90 days
	Total	3,197.88	3,197.88	32.06	2.00
3.Operational Creditors
	(iv) other Operational Creditors	1175.61	1174.54	0.50	0.043
	Grand Total	4388.93	4387.86	48.00	1.10

10.

Details of Income Tax losses carry forward under Section 79(2) (c) of Income Tax Act, 1961 if any:

Assessment Year	Brought Forward Business Losses (in Rs)	Brought Forward Unabsorbed Depreciation Losses (in Rs.)
2017-18	9,01,22,639	2,98,24,544
2018-19	6,64,87,473	1,33,60,334
2019-20	18,77,72,636	84,77,399
2020-21	7,60,91,381	51,90,680
2021-22	2,00,20,327	0
2022-23	17,62,493	0

2023-24	11,51,137	0
Total	44,34,08,086	5,68,52,957

11.

Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31 A of Rs. 12,000 and affidavit to the said effect is submitted by the SRA to the Resolution Professional.

12.

Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any:

Sl. No	Type of Transaction	Amount (Rs.)	Date of filing with AA	Date of order of the AA	Brief of the order	How it is dealt in the plan
1.	Preferential transactions u/s 43	17,59,623/-	16/02/2022	Not Yet	Not Yet	The Financial Creditors will receive the amount.
2.	Fraudulent transactions u/s 66	48,69,936/-	16/02/2022	Not Yet	Not Yet	The Financial Creditors will receive the amount.
Total		66,29,559/-

13.

If resolution Plan submitted by suspended directors/ promoters of CD, Any PUFE applications against the suspended directors are pending, if so the details of the same- Not Applicable.

14.

Details of other IAs pending against the Corporate Debtor: Not Applicable.

15. Other Compliances

a) The committee has approved a plan providing for contribution under regulation 39B as under:

i) Estimated liquidation cost: Rs. 15,98,500 ii) Estimated liquid assets available: Rs 16,74,625 iii) Contributions required to be made: Not Required iv) Financial creditor wise contribution is as under: Not Required

Note: due to delay in approval of resolution plan the liquid assets of the CD has been applied in CIRP expenses as approved by CoC.

b)

The committee has recommended under regulation 39C as under:

i) Sale of corporate debtor as a going concern: Yes ii) Sale of business of corporate debtor as a going concern: Yes The details of recommendation are available with the resolution professional.

c)

The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D.: - Rs. 75,000/- per month.

16.

Whether the Resolution Plan is subject to any contingency/ condition - No.

17.

The Resolution Plan has been filed 1098 days after the commencement of CIRP (in terms of Section 12 of the Code).

Declarations with respect to compliances of provisions under Code and Regulations

(i)

I, Jayesh Natvarlal Sanghrajka hereby certify that- the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) including the provisions and Regulations as per the table below:

Eligibility under Section 29A

“RA in addition to above share proposes issue and allotment of 10,000 differential voting rights, shares having face value of Rs.10/-each to resolution group each having 11,000 or such lower vote per share as deemed fit. The said share shall not issue below Rs. 10/- per share.”

"The date on which the Resolution Plan as approved by the Adjudicating Authority i.e., NCLT - Mumbai is received by Resolution Applicant."

Money belonging to PPI Card Holders lying with Federal Bank:

“1.

Whether the Bank has issued any individual notice through email to the PPI holders! customers of the TMW Program having current balance of Rs. 1000 and above and also a public notice by paper publication?

Response: Bank had issued multiple communication to customers and had refunded the balance amounts for those who had contacted back with the account numbers. A monthly status update was also being shared to RBI from January 2020 till 31.07.2021, post which we had requested stopping the monthly update as all cards turned dormant. Subsequently, the shortage amount from the arrangement was debited to Banks receivable and is maintained by Bank for future refunds. A notice was published in Website also asking the customer to contact Bank in case of disputes related to any Cobrand prepaid arrangements. The unclaimed amounts will be transferred to DEAF as confirmed to RBI. The refunds processed post 31.07.2021 as per customer request is attached for reference.

2.

Whether the Bank has received any claims from any PPI holders? If yes, the details of the claims processed by the Bank, till date.

Response: Refund processed details are attached.

3.

After processing of the claims, if any, whether the amounts which are left unclaimed have been transferred to the Depositor Education and Awareness Fund established under section 26A of the Reserve Bank of India Act, 1934.

Response: The balance will be maintained for a period of 10 years and Bank will transfer the unclaimed balances to DEAF.”