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38. The Respondent No. 1 submitted that upon the initiation of the CIRP and the appointment of the Resolution Professional, a comprehensive set of responsibilities and duties are conferred upon the Resolution Professional under Section 20 of the code, but the Resolution Professional failed to exercise this.

39. The Respondent No. 1 submitted that the shares of The Learning Internet Inc. are classified as contingent property of the Corporate Debtor under Section 3(27) of the Code. Consequently, the Resolution Professional is obligated to protect all assets of the Corporate Debtor, including these contingent assets. A combined reading of Section 3(27) and Section 20 of the Code clearly indicates that the shares held through Educomp belong to Educomp Solutions Limited/ Corporate Debtor. Therefore, both the Resolution Professional and the CoC have a duty to safeguard Corporate Debtor's properties and assets.

"17. Though, the CD i.e., Educomp Solutions Limited owned 100% shares of the Educomp Asia Pacific Pte Limited, but it does not entitle it to have any interest in the assets of the Educomp Asia Pacific Pte Limited............... Thus, we are left with no doubt that the assets of Educomp Asia Pacific Pte Limited cannot be treated as part of assets of Educomp Solutions Limited i.e., the CD in the present proceedings............The Learning Internet Inc. could not have formed part of assets or property of the CD in any manner. Once the holding and subsidiary company are different and distinct legal persons and the shareholder is not entitled to claim any right or interest qua the assets of a company, the percentage of shareholding would not make any difference in this regard. Thus, even the 100% shareholding by the Educomp Solutions Ltd. in Educomp Asia Pacific Pte Limited would not entitle the Educomp Solutions Limited i.e., the CD herein to claim the assets of Educomp Asia Pacific Pte Limited as that of its own.Maybe Mr. Saurabh Kripal Ld. Sr. Counsel for the Applicant is right in espousing that the explanation below clause (g) of Section 18 of IBC, 2016 restricts the exclusion of assets of a Comp. App. (AT) (Ins.) No. 1351 OF 2023 subsidiary of a corporate debtor only to said section (Section

21. .......The Applicant is unable to show any contract, arrangement or any other instrument to establish that the CD had any entitlement either alone or together with any other person to exercise or cause to be exercised any or all of the rights or to receive or participate in any dividend or other distribution attached to/in respect of the shares of The Learning Internet Inc. owned by Educomp Asia Pacific Pte Limited.

23. .........As the Applicant herein is unable to show that either the CD or Educomp Asia Pacific Pte Limited filed Form No. MGT-5 or MGT-4, we are unable to accept the plea espoused by the Ld. Sr. Counsel that there being a beneficial interest of the CD qua the shares of The Learning Internet Inc. owned by Educomp Asia Pacific Pte Limited, by operation of Section 14 of IBC, 2016, Moratorium in respect of the shares could apply with the commencement of CIRP for the CD.

(ii) Whether in the wake of 100% shares of Educomp Asia Pacific Pte Limited being held by the CD in the present proceedings, the shares held by Educomp Asia Pacific Pte Limited in The Learning Internet Inc. can be treated as assets of the CD.
(iii) Whether the plea of under-valuation raised by the Applicant in terms of the provisions of Section 47 of IBC is tenable.
(iv) Whether Moratorium could be applied to the shares held by Educomp Asia Pacific Pte Limited, a subsidiary of Educomp Solutions Limited in The Learning Internet Inc.