Court File No. CV-16-11284-00CL BETWEEN: Date: January 12, 2017 ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) ROYAL BANK OF CANADA Applicant - and - MAICVISION INC. Respondent MOTION RECORD (returnable January 25, 2017) AIRD & BERLIS LLP Barristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9 Sanjeev P.R. Mitra (LSUC # 37934U) Tel: (416) 865-3085 Fax: (416) 863-1515 Email: [email protected]Jeremy Nemers (LSUC # 66410Q) Tel: (416) 865-7724 Fax: (416) 863-1515 Email: [email protected]Lawyers for James Williams & Associates Inc., in its capacity as the Court-appointed receiver ofMa/cvision Inc.
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MOTION RECORD (returnable January 25, 2017)Attention: Sanj Mitra Tel: (416) 865-3085 Fax: (416) 863-1515 Email: [email protected] Attention : Jeremy Nemers Tel: (416) 865-7724
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Court File No. CV-16-11284-00CL
BETWEEN:
Date: January 12, 2017
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
ROYAL BANK OF CANADA
Applicant
- and -
MAICVISION INC.
Respondent
MOTION RECORD(returnable January 25, 2017)
AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay Street, Suite 1800 Toronto, ON M5J 2T9
THIS MOTION, made by James Williams & Associates Inc. (“JWA”), in its capacity as
the Court-appointed receiver (in such capacity, the “Receiver”), without security, of all the
assets, undertakings and properties of Makvision Inc. (the “Debtor”), for an order, amongst
other things: (i) approving the First and Final Report of the Receiver dated January 11, 2017 (the
“Report”) and the actions of the Receiver set out therein; (ii) approving the fees and
disbursements of the Receiver and its counsel, including an accrual for fees and disbursements to
be incurred to the completion of these proceedings; (iii) discharging JWA as the Receiver of the
2
assets, undertakings and properties of the Debtor effective upon the filing of a certificate by the
Receiver certifying that all matters to be attended to in connection with the receivership of the
Debtor have been completed to the satisfaction of the Receiver, in substantially the form attached
hereto as Schedule “A” (the “Discharge Certificate”); and (iv) releasing JWA from any and all
liability, as set out in paragraph 7 of this Order, was heard this day at 330 University Avenue,
Toronto, Ontario.
ON READING the Report and the appendices thereto, including, without limitation, the
affidavit of Mukul Manchada sworn January 11, 2017 (the “Receiver’s Fee Affidavit”) and the
affidavit of Sanjeev Mitra sworn January 10, 2017 (the “A&B Fee Affidavit”), and on hearing
the submissions of counsel for the Receiver, no one appearing for any other person on the service
list, although properly served as appears from the affidavit of Eunice Baltkois sworn January 12,
2017, filed,
1. THIS COURT ORDERS that the time for service and filing of the notice of motion and
the motion record is hereby abridged and validated so that this motion is properly returnable
today and hereby dispenses with further service thereof.
2. THIS COURT ORDERS that the Report be and is hereby approved and the actions of
the Receiver described therein be and are hereby approved.
3. THIS COURT ORDERS that the fees and disbursements of the Receiver for the period
to and including January 6, 2017, as set out in the Receiver’s Fee Affidavit, be and are hereby
approved.
3
4. THIS COURT ORDERS that the fees and disbursements of the Receiver’s legal
counsel, Aird & Berlis LLP, for the period to and including January 6, 2017, as set out in the
A&B Fee Affidavit, be and are hereby approved.
5. THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is
hereby approved.
6. THIS COURT ORDERS that, upon the Receiver filing the Discharge Certificate, the
Receiver shall be discharged as Receiver of the assets, undertakings and properties of the Debtor,
provided however that notwithstanding its discharge herein: (a) the Receiver shall remain
Receiver for the performance of such incidental duties as may be required to complete the
administration of the receivership herein; and (b) the Receiver shall continue to have the benefit
of the provisions of all Orders made in these proceedings, including all approvals, protections
and stays of proceedings in favour of JWA, in its capacity as Receiver.
7. THIS COURT ORDERS AND DECLARES that, upon the Receiver filing the
Discharge Certificate, JWA is hereby released and discharged from any and all liability that
JWA now has or may hereafter have by reason of, or in any way arising out of, the acts or
omissions of JWA while acting in its capacity as Receiver herein, save and except for any gross
negligence or wilful misconduct on the Receiver’s part. Without limiting the generality of the
foregoing, JWA is hereby forever released and discharged from any and all liability relating to
matters that were raised, or which could have been raised, in the within receivership proceedings,
save and except for any gross negligence or wilful misconduct on the Receiver’s part.
SCHEDULE“A”
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
ROYAL BANK OF CANADA
Applicant
- and -
MAKVISION INC.
Respondent
RECEIVER’S DISCHARGE CERTIFICATE
RECITALS
(A) Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court
of Justice (Commercial List) (the “Court”) made March 1, 2016, James Williams & Assocites
Inc. (“JWA”) was appointed as receiver (in such capacity, the “Receiver”), without security, of
all the assets, undertakings and properties of Makvision Inc. (the “Debtor”).
(B) Pursuant to an Order of the Court dated January 25, 2017 (the “Discharge Order”), JWA
was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be
effective upon the filing by the Receiver with the Court of a certificate confirming that all
matters to be attended to in connection with the receivership of the Debtor have been completed
2
to the satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (a) the
Receiver will remain Receiver for the performance of such incidental duties as may be required
to complete the administration of these receivership proceedings; and (b) the Receiver will
continue to have the benefit of the provisions of all Orders made in these proceedings, including
all approvals, protections and stays of proceedings in favour of JWA, in its capacity as Receiver.
(C) Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Discharge Order.
THE RECEIVER CERTIFIES the following:
1. All matters to be attended to in connection with the receivership of the Debtor have been
completed to the satisfaction of the Receiver; and
2. This Certificate was filed by the Receiver with the Court on the _____ day of
________________ , 2017.
JAMES WILLIAMS & ASSOCIATES INC., in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity
Per:
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TAB 3
Ifemsefe-May 11, 2W
Court File No. fflffCV-16-11284-00CT,
ONTARIOSUPERIOR COURT OF JUSTICE
{COMMERCIAL LIST {
TH&RONQURABfeE-fflffl
JUfeHCE-ffiffl
} QDEKAAT, THE if
)DAY OF MONTH, 20TP
THE HONOURABLE 1 WEDNESDAY. THE 25TH DAY
1
JUSTICE _________ 1______ OF JANUARY. 2017
BETWEEN:
HAABYH##
ROYAL RANK OF CANADA
Pfeifttiff
Applicant
- and --
MAKVISION INC.
AEOENAANT
Defendant
Respondent
DISCHARGE ORDER
DOO&TOR-:.
2
THIS MOTION, made by fWBXEIcEPoZ' NAME}James Williams & Associates Inc.
t“JWA”). in its capacity as the Court-appointed receiver tin such capacity, the -“Receiver41)”).
without security, of all the-rodertafemg^-propertv and assets of.[-AE6TQP}. undertakings and
properties of Makvision Inc, (the -“Debtor-”), for an order—1—. amongst other things: ti)
approving the aetmtres-ofAEe-Receiver as set-eut.in the reportFirst and Final Report of the
Receiver dated fAXEEjJanuarv 11.2017 (the ^ReporCJvSr—“Report”) and the actions of the
Receiver set out therein: tii) approving the fees and disbursements of the Receiver and its
properly served as evideneed-bvappears from the AdfMavitaffidavit of P4AME]-Eunice Baltkois
sworn fAATSfJanuarv 12. 2017. filed3^
1. THIS COURT ORDERS that the aetmties-ef4he-Reeeiver, as-set out iu-the-Report,.arc
barebwuppreved-r—time for service and filing of the notice of motion and the motion record is
hereby abridged and validated so that this motion is properly returnable today and hereby
dispenses with further service thereof.
2. THIS COURT ORDERS that the fees and—disbur&emenfeReport be and is hereby
approved and the actions of the Receiver and its counsel, as-seTout in the Report and the-Fee-
Arffidafefedescribed therein be and are hereby approved.
3. THIS COURT ORDERS thatr-after payment—of the fees and disbursements herein■
appreveebof the Receiver shatb-pay the monies remaining in its-hands to [NAME 0$ fIAPTvF}3
for the period to and including January 6. 2017. as set out in the Receiver’s Fee Affidavit, be and
are hereby approved.
i± THIS COURT ORDERS that the fees and disbursements of the Receiver’s legal
counsel. Aird & Berlis LLP, for the period to and including January 6. 2017. as set out in the
A&B Fee Affidavit, be and are hereby approved.
fe THIS COURT ORDERS that the Fee Accrual (as defined in the Report) be and is
hereby approved.
^Adfe-madel-areterrtsswmes that the material filed su^etfsaHdhmfetrtion to a specific secured creditor-of-ether- party;-
BOGSTO-R: I20>93jng
4
fL 4-r-THIS COURT ORDERS that-upon-payment of the-amounts se-t out m-paragraph 3
hereof.[:andA upon the Receiver filing a-ea4fieate-eeftifylng.-that it.has-com-pl-eted the ether-
aBhvkies-4e^ij^44ri-#ie-RepfM4}the Discharge Certificate, the Receiver shall be discharged as
Receiver of the unhei^aMftg^-prof^ undertakings and properties of the Debtor,
provided however that notwithstanding its discharge herein: (a) the Receiver shall remain
Receiver for the performance of such incidental duties as may be required to complete the
administration of the receivership herein^; and (b) the Receiver shall continue to have the benefit
of the provisions of all Orders made in this.proceedi-H-gthese proceedings, including all approvals,
protections and stays of proceedings in favour of {PEXBteEPȣ- MAMEUWA. in its capacity as
Receiver.
W X^THIS COURT ORDERS AND DECLARES thaHPEXBkEfeS^AMEl. upon the
Receiver filing the Discharge Certificate. JWA is hereby released and discharged from any and
all liability that p-KXKTcFdOS NAMEDWA now has or may hereafter have by reason of, or in
any way arising out of, the acts or omissions of [PEXEIcEPaS-NAMEj-J WA while acting in its
capacity as Receiver herein, save and except for any gross negligence or wilful misconduct on the
Receiver's part. Without limiting the generality of the foregoing, [PE-XEIcEPjS -NAM-E}.TWA
is hereby forever released and discharged from any and all liability relating to matters that were
l-)GGS-i-aRH40-1-W?\8
_5
raised, or which could have been raised, in the within receivership proceedings, save and except
for any gross negligence or wilful misconduct on the Receiver1^ part.}4
..Qi-Hhe-enfe-hancl;-the ReefaveF4rasg3reswr»kfaHa?perfa44ts activities te-the Court, and-presumably the-peperted ae-tivities- tove-beefi-appfoved in prior Orders. Moreover, tlae-Ordei-that appointed the Reeeiv&r4tkejy-hasprotections infavour of the Receiver,.fabescdactors tend to incti-cate 4haPa general release- ef the Receive-ins not necessary..Qa-th€-&ther4mftd, the Receiverfaas-eefacfamlydfra representative capacity-,--as the-Gourt's officer, so the-€&m4-maydfafa-thaP-fa-is appropriate to-fasufate-the Receiver from all liability, by-way of-a-general release..Sonicmembers -efahe-eifaeeffufattee fe-lt that..ahserfaa-general releaseH^efaversHmgfafa&td back fiafas-aad/or wish-te-eeadaeKtHfaums-bar process, -which would iinnecessarity-adefakfte-aBche&sPto the receivership. The-.gerteral-refaasefarirgtfage4iTrsfae6ri-Tfade4-tedtrfad%frm&t'model ordepas-afr-Offafafl-efliy, to be cons-Mered-by-the- presfafag Judge-rn each-specific-case. See also Note 1, abowr
SCHEDULE“A”
Court File No. CV-16-11284-00CT,
ONTARIOSUPERIOR COURT OF .TUSTTCE
(COMMERCIAL LIST!
BF.TWFFN:
ROYAL BANK OF CANADA
Applicant
- and -
Respondent
2349S84T4-RECEIVER’S DISCHARGE CERTIFICATE
RFCTTALS
(At Pursuant to an Order of the Honourable Justice Newbould of the Ontario Superior Court
of Justice (Commercial Listt (the “Court”) made March 1. 2016. James Williams & Assocites
Inc. (“JWA”) was appointed as receiver (in such capacity, the “Receiver”), without security, of
all the assets, undertakings and properties of Makvision Inc, (the “Debtor”).
(B) Pursuant to an Order of the Court dated January 25. 2017 (the “Discharge Order”). JWA
was discharged as Receiver of all the assets, undertakings and properties of the Debtor to be
2
effective upon the filing bv the Receiver with the Court of a certificate confirming that all matters
to be attended to in connection with the receivership of the Debtor have been completed to the
satisfaction of the Receiver, provided, however, that notwithstanding its discharge: (at the
Receiver will remain Receiver for the performance of such incidental duties as mav be required
to complete the administration of these receivership proceedings: and (b) the Receiver will
continue to have the benefit of the provisions of all Orders made in these proceedings, including
all approvals, protections and stays of proceedings in favour of JWA. in its capacity as Receiver.
tCt Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Discharge Order.
THE RECEIVER CERTIFIES the following:
1. All matters to be attended to in connection with the receivership of the Debtor have been
completed to the satisfaction of the Receiver: and
2. This Certificate was filed bv the Receiver with the Court on the dav of
. 2017.
TAMES WTEEIAMS & ASSOCIATES INC,, in its capacity as the Court-appointed receiver of all the assets, undertakings and properties of Makvision Inc., and not in its personal capacity
This is the First and Final Report to Court (the “Report”) of James Williams & Associates Inc. (“JWAI”) in its capacity as Court-appointed receiver (in such capacity, the “Receiver”) of all the assets, undertakings and properties of Makvision Inc. (“Makvision” or the “Company”).
JWAI was appointed as the Receiver pursuant to the Order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (Commercial List) made on March 1, 2016 (the “Appointment Order”). The Appointment Order was obtained on the application of one of Makvision’s secured creditors, Royal Bank of Canada (“RBC”). Attached as Appendix “A” to this Report is a copy of the Appointment Order. Following the appointment, the Receiver retained Aird & Berlis LLP (“A&B”) as its lawyers.
The purpose of this Report is to seek:
i. the Court’s approval of this Report and the activities described herein;
ii. the Court’s approval of the fees and disbursements of the Receiver in the amount of $36,309.59 (plus HST);
iii. the Court’s approval of the fees and disbursements of A&B in the amount of $5,197.75 (plus HST);
iv. the Court’s approval of the Fee Accrual (as defined herein); and
v. effective upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver, the discharge of JWAI as the Receiver and release of JWAI from any and all liability that JWAI has or may hereafter have by reason of, or in any way arising out of, the acts or omissions of JWAI while acting in its capacity as the Receiver.
II. BACKGROUND
Makvision is a private corporation incorporated pursuant to the laws of Ontario, which specialized in manufacturing computer monitors for the gaming and casino industry. At the time of the Receiver’s appointment, Makvision had ceased these activities and had loaned money in connection with the production of a film.
Ill ACTIVITIES OF THE RECEIVER
Immediately following its appointment, the Receiver met with the Company’s director, Andre Mak (“Andre”), in order to obtain information necessary to complete the Receiver’s statutory notice obligations and to identify the Company’s assets. The Receiver attended at various meetings with Andre and reviewed available accounting records of the Company. The Receiver also demanded information from the Company’s external accountant.
Based on information provided by RBC prior to the receivership, the Receiver understood that the Company’s realizable assets would likely be loans receivable from Meza Production Inc. (“Meza”), Indiepro Studios Inc. (“Indiepro”) and 2X Entertainment Inc. (“2x”, and together with Meza and Indiepro, the “James Companies”), which loans were advanced for the purpose of production of a movie, as well as a film tax credit refund. The Receiver contacted James Mark (“Mark”), principal of the James Companies, in order to gather information regarding the receivables related to each of the James Companies. On April 25, 2016 the Receiver received an email from Mark’s counsel, advising that:
• 2x did not owe any monies to Makvision;
• Indiepro owed approximately $120,844 to Makvision. Terms for this loan were agreed upon verbally. It was an interest free loan, with no repayment of principal required until such time as Indiepro receives monies owed to it from certain third parties, which receipt was contingent on distribution of the movie; and
(2)
• Meza’s financial records were not prepared and Mark did not have access to the bank accounts for Meza. Further, Makvision entered into a verbal agreement, similar to Indiepro, with Meza for the repayment of loan, which loan would not be repayable until the movie had been distributed and certain third parties had been paid.
The limited information provided by Andre and Mark suggested that the issue of repayment of loans receivable from the James Companies could not be resolved without litigation. Further, the ownership of the movie was also in dispute. Given the ownership issue and the fact that the movie has not been distributed or broadcasted in Canada, the Receiver concluded that Makvision would not be eligible to claim a film tax credit refund.
Given the above information, and in consultation with RBC (which was the first-ranking secured creditor in respect of the Company’s accounts receivable, pursuant to a priority agreement with the Company’s other general secured creditor, Business Development Bank of Canada (“BDC”)), the Receiver determined that it would not be commercially reasonable for the Receiver to pursue collection of the loans receivable from James Companies or file the film tax credit refund application.
The Receiver also took possession of, and realized on, a vehicle owned by Makvision. The proceeds of realization, net of commission, were $15,275.00 (the “Net Vehicle Proceeds”). Other than the vehicle and the receivables, Makvision does not appear to have had any other assets at the outset of these proceedings.
Pursuant to paragraph 21 of the Appointment Order, the Receiver borrowed monies from JWAI and RBC in the total respective amounts of $210.00 and $20,000.00 (the “Receiver Borrowings”) to administer these proceedings. RBC has indicated to the Receiver that is not prepared to fund these proceedings any further (apart from additional funding required to obtain the Receiver’s discharge), and BDC has advised the Receiver, through counsel, that it is not prepared to fund these proceedings. Receiver Certificates representing the Receiver Borrowings are attached hereto as Appendix “B”.
The Receiver has also been advised, through counsel, that each of RBC and BDC has now assigned its respective debt and security to a third-party, which third-party is also not prepared to fund these proceedings.
IV RECEIPTS AND DISBURSEMENTS AND CASH POSITION
As at December 30, 2016, the Receiver has realized total receipts of $35,485.00 (i.e., the Net Vehicle Proceeds plus the Receiver Borrowings) and has made total disbursements of $35,299.57. The Receiver's Summary Statement of Receipts and Disbursements for the period from the Date of Appointment to December 30, 2016 is attached as Appendix “C” to this Report.
(3)
V BANKRUPTCY ASSIGNMENT
On August 16, 2016, RBC obtained an Order from the Ontario Superior Court of Justice adjudging Makvision bankrupt and appointing JWAI as trustee of Makvision’s estate (the “Bankruptcy Order”). The Office of the Superintendent of Bankruptcy issued a Certificate of Filing of a Bankruptcy Order on August 23, 2016, which was later amended on September 1, 2016 (collectively, the “Certificate of Filing”). Copies of the Bankruptcy Order and the Certificate of Filing are attached as Appendix “D” to this Report.
VI FEES AND DISBURSEMENTS OF THE RECEIVER
The Receiver is seeking approval of its aggregate fees and disbursements in the sum of $36,309.59 (plus HST) for the period March 1, 2016 to January 6, 2017. Attached hereto as Appendix “E” is the sworn Affidavit of Mukul Manchanda of JWAI in support of the fees and disbursements of JWAI for this period. The Receiver’s time charges are actual charges relating to specific tasks including, but not limited to: statutory filing and reporting; maintaining the receivership bank account, including management of receipts and disbursements; reviewing loans receivable; and assessing tax filings. The Receiver believes that the rates charged throughout the course of the receivership are fair and reasonable. The average hourly billing rates outlined on the accounts summary are the normal average hourly rates charged by the Receiver for services rendered in relation to similar proceedings.
VII FEES AND DISBURSEMENTS OF THE RECEIVER’S COUNSEL
The Receiver is seeking approval of the aggregate fees and disbursements of its counsel, A&B, in the sum of $5,197.75 (plus HST) for the period March 1, 2016 to January 6, 2017. Attached hereto and marked as Appendix “F” is the sworn Affidavit of Sanj Mitra of A&B in support of the fees and disbursements for this period. The Receiver believes the fees and disbursements of A&B are fair and reasonable.
VIII FEE ACCRUAL
Assuming that there is no opposition to the relief being requested by the Receiver, the Receiver and A&B estimate that they will incur additional fees in the amounts of $3,200 and $1,500, respectively, plus disbursements and HST, to complete these receivership proceedings (collectively, the “Fee Accrual”).
IX INSUFFICIENT FUNDS TO MAKE DISTRIBUTION
The Receiver does not anticipate being in a position to make any distributions to the Company’s secured creditors.
(4)
X RECEIVER’S DISCHARGE
The administration of the receivership is substantially complete, as the Receiver has completed its investigation of the loans receivable and filing of the film tax credit. The Receiver therefore seeks to be discharged upon the filing of a certificate by the Receiver certifying that all outstanding matters to be attended to in connection with the receivership of the Company have been completed to the satisfaction of the Receiver.
XI SUMMARY
The Receiver respectfully requests that this Court grant the relief requested in this Report.
Dated at Toronto this 11th day of January, 2017
James Williams & Associates Inc.,solely in its capacity as Receiver of Makvision Inc. and not in its personal or corporate capacity.
(5)
TAB A
Revised: January 21, 2014 s.243(1) BIA (National Receiver) and s. 101 CJA (Ontario) Receiver
Court File No. CV-16-11284-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
THE HONOURABLE ) TUESDAY, THE 1 ST
JUSTICE cJO-euObooiti l DAY OF MARCH, 2016
ROYAL BANK OF CANADA
- and -
MAKVISION INC.
Applicant
Respondent
ORDER(appointing Receiver)
THIS MOTION made by the Applicant for an Order pursuant to section 243(1) of the
Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the "BIA") and section 101 of
the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended (the "CJA") appointing James
Williams & Associates Inc. as receiver (the "Receiver") without security, of all of the assets,
undertakings and properties of Makvision Inc. (the "Debtor") acquired for, or used in relation to
a business carried on by the Debtor, was heard this day at 330 University Avenue, Toronto,
Ontario.
ON READING the affidavit of Arian Netjati sworn February 5, 2016 and the Exhibits
thereto and on hearing the submissions of counsel for the Applicant,
MASTER /Hi if 5 ) TUESDAY, THE 16th' ) DAY OF AUGUST, 2016
)
IN THE MATTER OF THE BANKRUPTCY OFMAKVISION INC.
INCORPORATED IN THE CITY OF MISSISSAUGA,IN THE PROVINCE OF ONTARIO
BANKRUPTCY ORDER
ON the Application of Royal Bank of Canada, a creditor of Makvision Inc., of the Province of
Ontario, issued on the 21st day of July, 2016;
HAVING READ the Application for Bankruptcy Order including the Affidavit of Verification
(with exhibits), sworn by Arian Nejati on July 15, 2016; and
HAVING HEARD submissions of counsel for the parties, and on consent;
AND IT APPEARING to the Court that the following acts of Bankruptcy have been committed:
Makvision Inc. has ceased to meet its liabilities generally as they become due in that it
has failed to pay its obligations to Royal Bank of Canada.
1, THIS COURT HEREBY ORDERS that Makvision Inc., incorporated in the City of
Mississauga, Province of Ontario, be adjudged bankrupt by virtue of this Bankruptcy
Order hereby made on this date.
2. THIS COURT FURTHER ORDERS that James Williams & Associates Inc. of the
Province of Ontario, be appointed as Trustee of the Estate of the Bankrupt.
-2-
3. THIS COURT FURTHER ORDERS that the Trustee give security in cash or by bond or
suretyship, without delay, in accordance with subsection 16(1) of the Bankruptcy and
Insolvency Act.
4. THIS COURT FURTHER ORDERS that the Costs of the Applicant creditor be paid out
of the Estate of the Bankrupt on taxation of the Estate.
MasterMa; . _..........Registrar in Bankruptcy
ONTARIOSUPERIOR COURT OF JUSTICE IN BANKRUPTCY
Court File No. 31-OR-208172-T
IN THE MATTER OF THE BANKRUPTCY OF MAKVISION INC., INCORPORATED IN THE CITY OF MISSISSAUGA, PROVINCE OF ONTARIO
BANKRUPTCY ORDER
DEVRY SMITH FRANK LLP Lawyers & Mediators 95 Barber Greene Road, Suite 100 Toronto, Ontario M3C 3E9
Janies Satin LSUC #44025R
Tel : (416) 449-1400 Fax: (416) 449-7071
Lawyers for the applicant Royal Bank of Canada
Office of the Superintendentof Bankruptcy CanadaDistrict of ONTARIO Division No. 09 - Mississauga Court No. 32-2158006Estate No. 32-2158006
Industry Canada Industrie CanadaBureau du surintendantdes faillites Canada
In the Matter of the Bankruptcy of:Makvision Inc.
DebtorJAMES WILLIAMS & ASSOCIATES INC, Licensed Insolvency Trustee
ORDINARY ADMINISTRATIONSecurity: $*,***
Date of Bankruptcy: August 23, 2016, 09:3'Meeting of Creditors: September 6, 2016, 10:00
1900 - lie Yonge Street Toronto, ONTARIO
Chair: Trustee Designated Person: Andre J. Mak
CERTlEXCfiiTE-OF- FILING OF A BANKRUPTCY, ORDER - Session AII, the undersigned, Official Receiver in and for this bankruptcy district, dohereby certify, that:
- the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor;
- provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included.
The designated person is required:_ to perform all duties imposed upon a bankrupt by the Bankruptcy and
Insolvency Act and in particular, attend the first meeting of creditors and upon request appear before the Official Receiver for examination.
The said trustee is required:- to serve upon the designated person, a copy of the bankruptcy order
bearing the Official Receiver's endorsement and where applicable a notice of examination;
- to provide to me, without delay, security in the aforementioned amount;- to send to all creditors, within five days after the date of the
trustee's appointment, a notice of the bankruptcy; and- when applicable to call in the prescribed manner, a first meeting of
creditors, to be held at the aforementioned time and place or at any other time and place that may be later requested by the Official Receiver.
Date: August 23, 2016
E-File / Depot electronique Official ReceiverFederal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R
3P7, 877/376-9902
Canada
Industry Canada Industrie CanadaOffice of the Superintendent Bureau du surintendant of Bankruptcy Canada des faillites CanadaDistrict of ONTARIO Division No. 09 - MississaugaCourt No. 32-2158006 Estate No. 32-2158006 In the Matter of the Bankruptcy of:
Makvision Inc.Debtor
JAMES WILLIAMS & ASSOCIATES INC. Licensed Insolvency Trustee
ORDINARY ADMINISTRATIONSecurity: $*,***
Date of Bankruptcy: August 16, 2016, 09:3!Meeting of Creditors: September 6, 2016, 10:00
1900 - 110 Yonge Street Toronto, ONTARIO
Chair: Trustee Designated Person: Andre J. Mak
CERTIFICATE OF FILING OF A BANKRUPTCY ORDER - Section 43I, the undersigned, Official Receiver in and for this bankruptcy district, do hereby certify, that:
- the aforenamed trustee, filed for my endorsement, a bankruptcy order appointing the trustee under section 43(9) of the Bankruptcy and Insolvency Act, Trustee of the Estate of the aforenamed Debtor;
- provisions for the avoidance of certain settlements and preferences where applicable, begin before the initial bankruptcy event date and end on the date of bankruptcy, both dates included.
The designated person is required:_ to perform all duties imposed upon a bankrupt by the Bankruptcy and
Insolvency Act and in particular, attend the first meeting of creditors and upon request appear before the Official Receiver for examination.
The said trustee is required:- to serve upon the designated person, a copy of the bankruptcy order
bearing the Official Receiver's endorsement and where applicable a notice of examination;
- to provide to me, without delay, security in the aforementioned amount;- to send to all creditors, within five days after the date of the
trustee's appointment, a notice of the bankruptcy; and- when applicable to call in the prescribed manner, a first meeting of
creditors, to be held at the aforementioned time and place or at any other time and place that may be later requested by the Official Receiver.
Federal Building - Hamilton, 55 Bay Street N, 9th Floor, Hamilton, ONTARIO, L8R3P7, 877/376-9902
Date: September 1, 2016
E-File / Depot electronique Official Receiver
11*1Canada
TAB E
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
BETWEEN
ROYAL BANK OF CANADAApplicant
- AND-
MAKVISION INC.
Respondent
AFFIDAVIT OF MUKUL MANCHANDA(Sworn January 11, 2017)
I, Mukul Manchanda, of the city of Brampton, in the Province of Ontario, MAKE
OATH AND SAY AS FOLLOWS:
1. I am a Licensed Insolvency Trustee with James Williams & Associates Inc., the
Court Appointed Receiver (the “Receiver”) of Makvision Inc. (“Makvision” or the
“Debtor”), and as such have knowledge of the matters deposed to herein, except where
such knowledge is stated to be based on information and belief, in which case I state the
source of the information and verily believe such information to be true.
2. The Receiver was appointed, without security, of certain of the assets,
undertakings and properties of the Debtor by Order of the Court dated March 1, 2016.
3. The Receiver has prepared a Statement of Account in connection with its
appointment as Receiver detailing its services rendered and disbursements incurred for
the period from March 1, 2016 through to the date of January 6, 2016. Attached hereto
and marked as Exhibit “A” to this my Affidavit is a copy of the Statement of Account.
The average hourly rate in respect of the account is $320.20. The statement of experience
is included in the Exhibit.
4. The fees and disbursements of the Receiver, other than those of its counsel, and
including HST, are $41,029.84.
5. This Affidavit is made in support of a motion to, inter alia, approve the receipts
and disbursements of the Receiver and its accounts.
SWORN before me at the City of 'Toronto, in the Province of OntarioThis 11th day of January, 2017.
MUKUL MANCHANDA
James Stewart Williams, a Commissioner, etb,Province of Ontario, for James Williams
&. Associates Inc., Trustee in Bankruptcy.
Expires April 6,2019. .
Attached is Exhibit “A”
Referred to in the
AFFIDAVIT OF MUKUL MANCHANDA
Sworn before me
This 11th dav of January, 2017
James Stewart Williams, a Commissioner, etc.,
Province of Ontario, for James Williams
j & Associates !nc., Trustee in Bankruptcy.
Expires^111,6,2010. *^ ,
Commissioner for taking Affidavits, etc
EXHIBIT 'A'
JAMES WILLIAMS & ASSOCIATES INC.
STATEMENT OF ACCOUNT FOR THE PERIOD MARCH 1, 2016 THROUGH TO JANUARY 6, 2017
Barristers and SolicitorsBrookfield Place, 181 Bay Street
Suite 1800, Box 754, Toronto, ON M5J 2T9 Canada T 416.863.1500 F 416.863.1515
www.airdberlis.com
James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5X 1T4
Attention: Mr. Mukul Manchanda Account No.: 531913
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 37350/131646
April 29, 2016 __________ ___________ ________________________________________________________
Re: Makvision Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended March 31,2016
LAWYER DATE TIME VALUE DESCRIPTION
SPM 02/03/16 0.30 $172.50 Email exchange with client re strategy and letter to debtor re assets and records
JTN 02/03/16 0.90 $274.50 Receipt and review of email chain from client; Draft and issue letter to A. Mak
SPM 14/03/16 0.30 $172.50 [A106] Communicate/With Client - telephone call client re status and strategy; Email to J. Satin; telephone call J. Satin
SPM 14/03/16 0.20 $115.00 Email exchange with counsel for RBC
SPM 21/03/16 0.20 $115.00 Email exchange to arrange conference call with RBC
SPM 22/03/16 1.00 $575.00 Preparation for and attend conference call with client and RBC; Telephone call client; Arrange for searches
SRM 22/03/16 0.30 $102.00 Conduct prelims, obtain profiles and PPSA searches for 2X Entertainment Inc. and Indiepro Studios Inc.; Review and report on same
SPM 23/03/16 0.20 $115.00 Review corporate searches and emails to client and counsel to RBC
SPM 28/03/16 0.40 $230.00 Email exchange with client to provide comments on draft
TOTAL: 3.90 $1,905.50
$1,905.50 $247.72
DISBURSEMENTS
OUR FEEHST at 13%
COST INCURRED ON YOUR BEHALF AS AN AGENT
Search Under P.P.S.A. $32.00
Subject to HST
Service Provider Fee $26.00Corporate Search $18.00Imaging/Scanning $2.25
Total Disbursements HST at 13%
$46.25$6.01
AMOUNT NOW DUE $2,237.48
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Sanjeev P. Mitra
E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration # 12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
25695760.1
IN ACCOUNT WITH: Aird & Berlis LLP
Barristers and SolicitorsBrookfield Place, 181 Bay Street
Suite 1800, Box 754,Toronto, ON M5J2T9 Canada T 416.863.1500 F 416.863.1515
www.airdberlis.com
James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5X 1T4
Attention: Mr. Mukul Manchanda Account No.: 534929
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended April 30, 2016:
LAWYER DATE TIME
SPM 12/04/16 0.20
TOTAL: 020
OUR FEE ‘HST at 13%
AMOUNT NOW DUE
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
VALUE DESCRIPTION
$115.00 Telephone call client re status and strategy
$115.00
$115.00$14.95
$129.95
Sanjeev P. Mitra
E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration # 12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration # 12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
26404707.1
IN ACCOUNT WITH: Aird & Berlis LLP
Barristers and SolicitorsBrookfield Place, 181 Bay Street
Suite 1800, Box 754, Toronto, ON M5J2T9 Canada T 416,863,1500 F 416.863,1515
www.airdberlis.com
James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5X 1T4
Attention: Mr. Mukul Manchanda Account No.: 539470
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 37350/131646July 29, 2016
Re: Makvision Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended June 30, 2016.
LAWYER DATE TIME VALUE DESCRIPTION
SPM 13/04/16 0.50 $287.50 Telephone call client re response from counsel to Mark; Provide comments on draft letter to counsel
SPM 12/05/16 0.50 $287.50 Communicate/With Client - telephone call client and email to counsel for accountant; Telephone call J. Lane and email exchange with client and I. Love
SPM 02/06/16 0.30 $172.50 Telephone call -client; Email exchange re call with debtor
SPM 07/06/16 0.40 $230,00 Telephone call client and RBC
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration #12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
26737197.1
IN ACCOUNT WITH: Aird & Berlis LLP
Barristers and SolicitorsBrookfield Place, 181 Bay Street
Suite 1800, Box 7541Toronto, ON M5J2T9 Canada T 416.863,1500 F 416.863,1515
www.airdberlis.com
James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5C 1T4
Attention: Mr. Mukul Manchanda Account No.: 541718
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration # 12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
26928148.1
IN ACCOUNT WITH:Aird & Berlis LLP
Barristers and SolicitorsBrookfield Place, 181 Bay Street
Suite 1800, Box 754, Toronto, ON M5J2T9 Canada T 416,863.1500 F 416.863.1515
www.airdberlis.com
James Williams & Associates Inc.1900-110 Yonge Street Toronto, ON Canada M5C 1T4
Attention: Mr. Mukul Manchanda Account No.: 553593
January 9, 2017
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 37350/131646
Re: Makvision Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended January 6, 2017
LAWYER DATE TIME VALUE DESCRIPTION
SPM 08/12/16 0.30 $172.50 Telephone call client and arrange for discharge motion
SPM 12/12/16 0.20 $115.00 Telephone call client
JTN 29/12/16 0.70 $213.50 Engaged with drafting of notice of motion and draft form of Discharge Order; Email to client re same
JTN 03/01/17 0.10 $32.50 Email exchange with M. Manchanda re status and timing of draft report
JTN 04/01/17 1.60 $520.00 Engaged with review of and revisions to draft report and engaged with review of PPSA registrations and priority agreement; Email exchange with client re same; Email to S. Mitra re same
JTN 05/01/17 1.20 $390.00 Telephone call with client re priority agreement and related issues; Telephone call with S. Venton re same; Engaged with revisions to draft report re same; Receipt and review of email from S. Venton re assignment of security; Email to H. Manis re same; Attend to related matters as needed
JTN 06/01/17 0.40 $130.00 Email exchange and telephone call with H.Manis re security assignment and related matters; Email exchange with client re same; Discussion with S. Mitra re implications of same
TOTAL: 4.50 $1,573.50
OUR FEEHST at 13%
$1,573.50$204.56
AMOUNT NOW DUE $1,778.06
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Sanjeev P. Mitra
E.&O.E.
PAYMENT OF THIS ACCOUNT IS DUE ON RECEIPT
IN ACCORDANCE WITH THE SOLICITORS ACT, ONTARIO, INTEREST WILL BE CHARGED AT THE RATE OF 0.8% PER ANNUM ON UNPAID AMOUNTS CALCULATED FROM A DATE THAT IS ONE MONTH AFTER THIS ACCOUNT IS DELIVERED.
GST / HST Registration #12184 6539 RT0001
NOTE: This account may be paid by wire transfer in Canadian funds to our account at The Toronto-Dominion Bank, TD Centre, 55 King Street West, Toronto, Ontario, M5K 1A2. Account number 5221521, Transit number 10202, Swift Code TDOMCATTTOR. Please include the account number as reference.
Attached is Exhibit “B”
Referred to in the
AFFIDAVIT OF SANJEEV MITRA
Sworn before me
this 10th day of January, 2017
V _, .Commissioner for taking Affidavits, etc
STATEMENT OF RESPONSIBLE INDIVIDUALS
Aird & Berlis LLP’s professional fees herein are made with respect to the following individuals
Lawyer Call to Bar Avg. Hrly Rate Total Time Value
Sanjeev Mitra 1996 $575.00 6.20 $3,565.00
Jeremy Nemers 2014 $305.00 (2016) 1.60 $488.00$325.00 (2017) 3.30 $1,072.50
Clerk/Student Call to Bar Avg. Hrly Rate Total Time Value
Shannon Morris N/A $340.00 0.40 $136.00
*Standard hourly rates listed. However, in certain circumstances adjustments to the account were made.