motion record (returnable january 25, 2017)attention: sanj mitra tel: (416) 865-3085 fax: (416)...
TRANSCRIPT
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
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 of Ma/cvision Inc.
SERVICE LIST (Current as of January 9, 2017)
TO:
AND TO:
AND TO:
AIRD & BERLIS LLPBarristers and Solicitors Brookfield Place 181 Bay St, Suite 1800 Toronto, ON M5H 2T9
Attention: Sanj MitraTel: (416) 865-3085Fax: (416) 863-1515Email: [email protected]
Attention : Jeremy NemersTel: (416) 865-7724Fax: (416) 863-1515 Email: [email protected]
Lawyers for the Court-Appointed Receiver
JAMES WILLIAMS & ASSOCIATES110 Yonge Street, Suite 1900 Toronto, ON M5C 1T4
Attention: Mukul ManchandaTel: (416) 925-4550 (ext. 27)Fax: (416) 925-4042Email: [email protected]
Court-Appointed Receiver
DEVRY SMITH FRANK LLPLawyers & Mediators 95 Barber Greene Rd., Suite 100 Toronto, ON M3C 3E9
Attention: James SatinTel: (416) 446-5820Fax: (416)449-7071Email: [email protected]
Lawyers for the Applicant
AND TO:
AND TO:
AND TO:
AND TO:
AND TO:
PETER CUSIMANO Barrister & Solicitor 116-185 Bridgeland Ave.Toronto, ON M6A 1Y7
Tel: (416) 222.0588Fax: (416) 849-0264Email: [email protected]
Lawyer for James Mark
FOGLER, RUBINOFF LLPLawyers77 King Street West Suite 3000, P.O. Box 95 TD Centre North Tower Toronto, ON M5K 1G8
Attention: Scott VentonTel: (416) 941-8870Fax: (416) 941-8852Email: [email protected]
Lawyers for Business Development Bank of Canada
MACDONALD SAGER MANIS LLP150 York Street, Suite 800 Toronto, Ontario, M5H-3S5
Attention: Howard ManisTel: (416) 364-1553Fax (416)364-1453 Email: [email protected]
Lawyers for Jackson Fung
MAKVISION INC.2283 Argentia Road, Unit 7 Mississauga, ON L5N 5Z2
MAKVISION INC.5265 Forest Ridge Drive Mississauga, ON L5M 5B5
27905371.2
INDEX
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
ROYAL BANK OF CANADA
Applicant
- and -
MAKVISION INC.
Respondent
INDEX
TABNotice of Motion, returnable January 25, 2017 1
Draft Discharge Order 2
Draft Discharge Order blacklined to Model Discharge Order 3
First and Final Report of the Receiver dated January 11, 2017 4
Appendix “A” - Appointment Order dated March 1, 2016 A
Appendix “B” - Receiver Certificates re borrowed monies B
Appendix “C” - Receiver’s Summary Statement of Receipts and Disbursements for the Cperiod March 1, 2016 through December 30, 2016
Appendix “D” - Bankruptcy Order and Certificate of Filing, dated August 16, 2016 D
Appendix “E” - Affidavit of Mukul Manchanda sworn January 11,2017 E
Appendix “F” - Affidavit of Sanj Mitra sworn January 10, 2017 F
BETWEEN:
TAB 1
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
ROYAL BANK OF CANADA
Applicant
- and -
MAKVISION INC.
Respondent
NOTICE OF MOTION(returnable January 25, 2017)
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 (the “Property”) of Makvision Inc. (the “Debtor”), will make a motion to a judge
presiding over the Commercial List on Wednesday, January 25, 2017 at 10:00 a.m., or as soon
after that time as the motion can be heard, at 330 University Avenue, Toronto, Ontario.
PROPOSED METHOD OF HEARING: The motion is to be heard orally.
THE MOTION IS FOR an Order, including, amongst other things:
(a) if necessary, abridging the time for service and filing of this notice of motion and
the motion record or, in the alternative, dispensing with same;
2(b) approving the First and Final Report of the Receiver dated January 11, 2017 (the
“Report”) and approving the actions of the Receiver described therein;
(c) 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; and
(d) 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
Debtor have been completed to the satisfaction of the Receiver, discharging JWA
as Receiver and releasing JWA from any and all liability that JWA 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;
(e) such further and other relief as counsel may advise and this Court may permit.
THE GROUNDS FOR THE MOTION ARE:
(a) pursuant to an Order made March 1, 2016 (the “Receivership Order”), JWA was
appointed as the Receiver of the Debtor;
(b) the Receiver has filed with the Court its Report outlining, amongst other things,
the actions of the Receiver since the commencement of these proceedings;
(c) the Receiver and its counsel, Aird & Berlis LLP, have accrued fees and expenses
in their capacity as Receiver and counsel thereto, respectively, which fees and
expenses require the approval of this Court pursuant to the Receivership Order;
(d) the Receivership Order authorizes the Receiver to pass its accounts from time to
time, and to include any necessary solicitor fees and disbursements in the passing
of the accounts;
(e) as detailed in the Report, there are no available funds to distribute to the Debtor’s
secured creditors;
3
(f) the other grounds set out in the Report;
(g) section 243 of the Banki'uptcy and Insolvency Act, R.S.C. 1985, c. B-3, as
amended;
(h) section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;
(i) rules 1.04, 2.03, 3.02, 30, 37 and 41.06 of the Rules of Civil Procedure, R.R.O.
1990, Reg. 194, as amended; and
(j) such further and other grounds as counsel may advise and this Court may permit.
2. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the
motion:
(a) the Report and its appendices, including, without limitation, the affidavits sworn
in support of the fees and disbursements of the Receiver and its counsel; and
(b) such further and other material as counsel may submit and this Court may permit.
Date: January 12, 2017 AIRD & BERLIS LLPBarristers 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 the Receiver
TO: ATTACHED SERVICE LIST
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TAB 2
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE )
)
)
WEDNESDAY, THE 25TH DAY
JUSTICE OF JANUARY, 2017
BETWEEN :
ROYAL BANK OF CANADA
Applicant
- and -
MAKVISION INC.
DISCHARGE ORDER
Respondent
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
counsel^
3_-------apprevfflg-the-4i^tHbtttk)n oftire-remaining preeeeds-avarteble-m the.estate-eEtfae Debtor;
[and] 4r-------- . including an accrual for fees and disbursements to be incurred to the completion
of these proceedings: liii) discharging [PEXEIcEP-aZ NAMEj-JWA as the Receiver of the-
undvrtalvmg, property-and assets-eEthe-PebteFft-w^------- assets, undertakings and properties
of the Debtor effective upon the filing of a certificate bv 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 Civ) releasing [PEXEIcEPjZ NAMEjJWA from any and all
liability, as set out in paragraph §11 of this Order}4 , was heard this day at 330 University Avenue,
Toronto, Ontario.
ON READING the ReportHhe affidavits-ef-the Ree-el-ver and-fts counsel as.te-fces.< the
UAfr-AEElawfeE and the appendices thereto, including, without limitation, the affidavit of Mukul
Manchada sworn January 11. 2017 tthe “Receiver’s Fee Affidavit”) and the affidavit of Sanieev
Mitra. sworn January 10. 2017 (the “A&B Fee Affidavit”), and on hearing the submissions of
counsel for the Receiver, no one else-appearing for anv other person on the service list, although
4-tirtys-fetielH{rt?elftg-setjght, stakeholders-fTould be-specifleally-advisedra-nd given-ample notice. See.also Note -E-below. ■
Ji
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
Per:Name:
Title:
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TAB 4
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
BETWEEN:
ROYAL BANK OF CANADA
Applicant
- and -
MAKVISION INC.
Respondent
I. INTRODUCTION
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
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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,
^M-r . dene, HoJc p-p^ Q>r Mac, Pit?£ pondeiCfc.
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Respondent although-eluiy ^ei-ved as.apjjeai^fmnrthe-afficltvvitofserviee'of-ty
-sworn—- and
on reading the consent of James Williams & Associates Inc. to act as the Receiver,
SERVICE
1. THIS COURT ORDERS that the time for service of the Notice of Motion and the Motion
is hereby abridged and validated so that this motion is properly returnable today and hereby
dispenses with further service thereof.
APPOINTMENT
2. THIS COURT ORDERS that pursuant to section 243(1) of the BIA and section 101 of
the CJA, James Williams & Associates Inc. is hereby appointed Receiver, without security, of all
of the assets, undertakings and properties of the Debtor acquired for, or used in relation to a
business carried on by the Debtor, including all proceeds thereof (the "Property").
RECEIVER’S POWERS
3. THIS COURT ORDERS that the Receiver is hereby empowered and authorized, but not
obligated, to act at once in respect of the Property and, without in any way limiting the generality
of the foregoing, the Receiver is hereby expressly empowered and authorized to do any of the
following where the Receiver considers it necessary or desirable:
(a) to take possession of and exercise control over the Property and any and
all proceeds, receipts and disbursements arising out of or from the
Property;
(b) to receive, preserve, and protect the Property, or any part or parts thereof,
including, but not limited to, the changing of locks and security codes, the
relocating of Property to safeguard it, the engaging of independent
security personnel, the talcing of physical inventories and the placement of
such insurance coverage as may be necessary or desirable;
(c) to engage consultants, appraisers, agents, experts, auditors, accountants,
managers, counsel and such other persons from time to time and on
whatever basis, including on a temporary basis, to assist with the exercise
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of the Receiver's powers and duties, including without limitation those
conferred by this Order;
to receive and collect all monies and accounts now owed or hereafter
owing to the Debtor and to exercise all remedies of the Debtor in
collecting such monies, including, without limitation, to enforce any
security held by the Debtor;
to settle, extend or compromise any indebtedness owing to the Debtor;
to execute, assign, issue and endorse documents of whatever nature in
respect of any of the Property, whether in the Receiver's name or in the
name and on behalf of the Debtor, for any purpose pursuant to this Order;
to initiate, prosecute and continue the prosecution of any and all
proceedings and to defend all proceedings now pending or hereafter
instituted with respect to the Debtor, the Property or the Receiver, and to
settle or compromise any such proceedings. The authority hereby
conveyed shall extend to such appeals or applications for judicial review
in respect of any order or judgment pronounced in any such proceeding;
to market any or all of the Property, including advertising and soliciting
offers in respect of the Property or any part or parts thereof and
negotiating such tenns and conditions of sale as the Receiver in its
discretion may deem appropriate;
to sell, convey, transfer, lease or assign the Property or any part or parts
thereof out of the ordinary course of business,
(i) without the approval of this Court in respect of any transaction not
exceeding $100,000.00, provided that the aggregate consideration
for all such transactions does not exceed $250,000.00; and
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(ii) with the approval of this Court in respect of any transaction in
which the purchase price or the aggregate purchase price exceeds
the applicable amount set out in the preceding clause;
and in each such case notice under subsection 63(4) of the Ontario
Personal Property Security Act, [or section 31 of the Ontario Mortgages
Act, as the case may be, shall not be required, and in each case the Ontario
Bulk Sales Act shall not apply.
(j) to apply for any vesting order or other orders necessary to convey the
Property or any part or parts thereof to a purchaser or purchasers thereof,
free and clear of any liens or encumbrances affecting such Property;
(k) to report to, meet with and discuss with such affected Persons (as defined
below) as the Receiver deems appropriate on all matters relating to the
Property and the receivership, and to share information, subject to such
terms as to confidentiality as the Receiver deems advisable;
(l) to register a copy of this Order and any other Orders in respect of the
Property against title to any of the Property;
(m) to apply for any permits, licences, approvals or permissions as may be
required by any governmental authority and any renewals thereof for and
on behalf of and, if thought desirable by the Receiver, in the name of the
Debtor;
(n) to enter into agreements with any trustee in bankruptcy appointed in
respect of the Debtor, including, without limiting the generality of the
foregoing, the ability to enter into occupation agreements for any property
owned or leased by the Debtor;
(o) to exercise any shareholder, partnership, joint venture or other rights
which the Debtor may have; and
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(p) to take any steps reasonably incidental to the exercise of these powers or
the performance of any statutory obligations.
and in each case where the Receiver takes any such actions or steps, it shall be exclusively
authorized and empowered to do so, to the exclusion of all other Persons (as defined below),
including the Debtor, and without interference from any other Person.
DUTY TO PROVIDE ACCESS AND CO-OPERATION TO THE RECEIVER
4. THIS COURT ORDERS that (i) the Debtor, (ii) all of its current and former directors,
officers, employees, agents, accountants, legal counsel and shareholders, and all other persons
acting on its instructions or behalf, and (iii) all other individuals, firms, coiporations,
governmental bodies or agencies, or other entities having notice of this Order (all of the
foregoing, collectively, being "Persons" and each being a "Person") shall forthwith advise the
Receiver of the existence of any Property in such Person's possession or control, shall grant
immediate and continued access to the Property to the Receiver, and shall deliver all such
Property to the Receiver upon the Receiver's request.
5. THIS COURT ORDERS that all Persons shall forthwith advise the Receiver of the
existence of any books, documents, securities, contracts, orders, corporate and accounting
records, and any other papers, records and information of any kind related to the business or
affairs of the Debtor, and any computer programs, computer tapes, computer disks, or other data
storage media containing any such information (the foregoing, collectively, the "Records") in
that Person's possession or control, and shall provide to the Receiver or permit the Receiver to
make, retain and take away copies thereof and grant to the Receiver unfettered access to and use
of accounting, computer, software and physical facilities relating thereto, provided however that
nothing in this paragraph 5 or in paragraph 6 of this Order shall require the delivery of Records,
or the granting of access to Records, which may not be disclosed or provided to the Receiver due
to the privilege attaching to solicitor-client communication or due to statutory provisions
prohibiting such disclosure.
6. THIS COURT ORDERS that if any Records are stored or otherwise contained on a
computer or other electronic system of information storage, whether by independent service
provider or otherwise, all Persons in possession or control of such Records shall forthwith give
unfettered access to the Receiver for the purpose of allowing the Receiver to recover and fully
DOCSTOR: 1771742X9
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copy all of the information contained therein whether by way of printing the information onto
paper or making copies of computer disks or such other manner of retrieving and copying the
information as the Receiver in its discretion deems expedient, and shall not alter, erase or destroy
any Records without the prior written consent of the Receiver. Further, for the purposes of this
paragraph, all Persons shall provide the Receiver with all such assistance in gaining immediate
access to the information in the Records as the Receiver may in its discretion require including
providing the Receiver with instructions on the use of any computer or other system and
providing the Receiver with any and all access codes, account names and account numbers that
may be required to gain access to the information.
7. THIS COURT ORDERS that the Receiver shall provide each of the relevant landlords
with notice of the Receiver’s intention to remove any fixtures from any leased premises at least
seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled
to have a representative present in the leased premises to observe such removal and, if the
landlord disputes the Receiver’s entitlement to remove any such fixture under the provisions of
the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any
applicable secured creditors, such landlord and the Receiver, or by further Order of this Court
upon application by the Receiver on at least two (2) days notice to such landlord and any such
secured creditors.
NO PROCEEDINGS AGAINST THE RECEIVER
8. THIS COURT ORDERS that no proceeding or enforcement process in any court or
tribunal (each, a "Proceeding"), shall be commenced or continued against the Receiver except
with the written consent of the Receiver or with leave of this Court.
NO PROCEEDINGS AGAINST THE DEBTOR OR THE PROPERTY
9. THIS COURT ORDERS that no Proceeding against or in respect of the Debtor or the
Property shall be commenced or continued except with the written consent of the Receiver or
with leave of this Court and any and all Proceedings currently under way against or in respect of
the Debtor or the Property are hereby stayed and suspended pending further Order of this Court.
DOCSTOR: 1771742\9
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NO EXERCISE OF RIGHTS OR REMEDIES
10. THIS COURT ORDERS that all rights and remedies against the Debtor, the Receiver, or
affecting the Property, are hereby stayed and suspended except with the written consent of the
Receiver or leave of this Court, provided however that this stay and suspension does not apply in
respect of any "eligible financial contract" as defined in the BIA, and further provided that
nothing in this paragraph shall (i) empower the Receiver or the Debtor to carry on any business
which the Debtor is not lawfully entitled to carry on, (ii) exempt the Receiver or the Debtor from
compliance with statutory or regulatory provisions relating to health, safety or the environment,
(iii) prevent the filing of any registration to preserve or perfect a security interest, or (iv) prevent
the registration of a claim for lien.
NO INTERFERENCE WITH THE RECEIVER
11. THIS COURT ORDERS that no Person shall discontinue, fail to honour, alter, interfere
with, repudiate, terminate or cease to perform any right, renewal right, contract, agreement,
licence or permit in favour of or held by the Debtor, without written consent of the Receiver or
leave of this Court.
CONTINUATION OF SERVICES
12. THIS COURT ORDERS that all Persons having oral or written agreements with the
Debtor or statutory or regulatory mandates for the supply of goods and/or services, including
without limitation, all computer software, communication and other data services, centralized
banking services, payroll services, insurance, transportation services, utility or other services to
the Debtor are hereby restrained until further Order of this Court from discontinuing, altering,
interfering with or tenninating the supply of such goods or services as may be required by the
Receiver, and that the Receiver shall be entitled to the continued use of the Debtor's current
telephone numbers, facsimile numbers, internet addresses and domain names, provided in each
case that the normal prices or charges for all such goods or services received after the date of this
Order are paid by the Receiver in accordance with normal payment practices of the Debtor or
such other practices as may be agreed upon by the supplier or service provider and the Receiver,
or as may be ordered by this Court.
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RECEIVER TO HOLD FUNDS
13. THIS COURT ORDERS that all funds, monies, cheques, instruments, and other forms of
payments received or collected by the Receiver from and after the making of this Order from any
source whatsoever, including without limitation the sale of all or any of the Property and the
collection of any accounts receivable in whole or in part, whether in existence on the date of this
Order or hereafter coming into existence, shall be deposited into one or more new accounts to be
opened by the Receiver (the "Post Receivership Accounts") and the monies standing to the credit
of such Post Receivership Accounts from time to time, net of any disbursements provided for
herein, shall be held by the Receiver to be paid in accordance with the terms of this Order or any
further Order of this Court.
EMPLOYEES
14. THIS COURT ORDERS that all employees of the Debtor shall remain the employees of
the Debtor until such time as the Receiver, on the Debtor's behalf, may terminate the
employment of such employees. The Receiver shall not be liable for any employee-related
liabilities, including any successor employer liabilities as provided for in section 14.06(1.2) of
the BIA, other than such amounts as the Receiver may specifically agree in writing to pay, or in
respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or under the Wage Earner
Protection Program Act.
PIPEDA
15. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal
Information Protection and Electronic Documents Act, the Receiver shall disclose personal
information of identifiable individuals to prospective purchasers or bidders for the Property and
to their advisors, but only to the extent desirable or required to negotiate and attempt to complete
one or more sales of the Property (each, a "Sale"). Each prospective purchaser or bidder to
whom such personal information is disclosed shall maintain and protect the privacy of such
information and limit the use of such information to its evaluation of the Sale, and if it does not
complete a Sale, shall return all such information to the Receiver, or in the alternative destroy all
such information. The purchaser of any Property shall be entitled to continue to use the personal
information provided to it, and related to the Property purchased, in a manner which is in all
material respects identical to the prior use of such information by the Debtor, and shall return all
DOCSTOR: 177I742\9
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other personal information to the Receiver, or ensure that all other personal information is
destroyed.
LIMITATION ON ENVIRONMENTAL LIABILITIES
16. THIS COURT ORDERS that nothing herein contained shall require the Receiver to
occupy or to take control, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Property that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations
thereunder (the "Environmental Legislation"), provided however that nothing herein shall
exempt the Receiver from any duty to report or make disclosure imposed by applicable
Environmental Legislation. The Receiver shall not, as a result of this Order or anything done in
pursuance of the Receiver’s duties and powers under this Order, be deemed to be in Possession of
any of the Property within the meaning of any Environmental Legislation, unless it is actually in
possession,
LIMITATION ON THE RECEIVER’S LIABILITY
17. THIS COURT ORDERS that the Receiver shall incur no liability or obligation as a result
of its appointment or the carrying out the provisions of this Order, save and except for any gross
negligence or wilful misconduct on its part, or in respect of its obligations under sections 81.4(5)
or 81.6(3) of the BIA or under the Wage Earner Protection Program Act. Nothing in this Order
shall derogate from the protections afforded the Receiver by section 14.06 of the BIA or by any
other applicable legislation.
RECEIVER'S ACCOUNTS
18. THIS COURT ORDERS that the Receiver and counsel to the Receiver shall be paid their
reasonable fees and disbursements, in each case at their standard rates and charges unless
otherwise ordered by the Court on the passing of accounts, and that the Receiver and counsel to
the Receiver shall be entitled to and are hereby granted a charge (the "Receiver's Charge") on the
DOCSTOR: 1771742V9
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Property, as security for such fees and disbursements, both before and after the making of this
Order in respect of these proceedings, and that the Receiver's Charge shall form a first charge on
the Property in priority to all security interests, trusts, liens, charges and encumbrances, statutory
or otherwise, in favour of any Person, but subject to sections 14.06(7), 81.4(4), and 81.6(2) of the
BIA.
19. THIS COURT ORDERS that the Receiver and its legal counsel shall pass its accounts
from time to time, and for this purpose the accounts of the Receiver and its legal counsel are
hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
20. THIS COURT ORDERS that prior to the passing of its accounts, the Receiver shall be at
liberty from time to time to apply reasonable amounts, out of the monies in its hands, against its
fees and disbursements, including legal fees and disbursements, incurred at the standard rates
and charges of the Receiver or its counsel, and such amounts shall constitute advances against its
remuneration and disbursements when and as approved by this Court.
FUNDING OF THE RECEIVERSHIP
21. THIS COURT ORDERS that the Receiver be at liberty and it is hereby empowered to
borrow by way of a revolving credit or otherwise, such monies from time to time as it may
consider necessary or desirable, provided that the outstanding principal amount does not exceed
$150,000.00 (or such greater amount as this Court may by further Order authorize) at any time,
at such rate or rates of interest as it deems advisable for such period or periods of time as it may
arrange, for the purpose of funding the exercise of the powers and duties conferred upon the
Receiver by this Order, including interim expenditures. The whole of the Property shall be and
is hereby charged by way of a fixed and specific charge (the "Receiver's Borrowings Charge") as
security for the payment of the monies borrowed, together with interest and charges thereon, in
priority to all security interests, trusts, liens, charges and encumbrances, statutory or otherwise,
in favour of any Person, but subordinate in priority to the Receiver’s Charge and the charges as
set out in sections 14.06(7), 81.4(4), and 81.6(2) of the BIA.
22. THIS COURT ORDERS that neither the Receiver's Borrowings Charge nor any other
security granted by the Receiver in connection with its borrowings under this Order shall be
enforced without leave of this Court.
DOCSTOR: 177174219
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ls, THIS COURT ORDERS that the Receiver is at liberty and authorized to issue certificates
substantially in the form annexed as Schedule "A" hereto (the "Receiver’s Certificates") for any
amount borrowed by it pursuant to this Order.
24. THIS COURT ORDERS that the monies from time to time borrowed by the Receiver
pursuant to this Order or any further order of this Court and any and all Receiver’s Certificates
evidencing the same or any part thereof shall rank on a pari passu basis, unless otherwise agreed
to by the holders of any prior issued Receiver's Certificates.
SERVICE AND NOTICE
25. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the
“Protocol”) is approved and adopted by reference herein and, in this proceeding, the service of
documents made in accordance with the Protocol (which can be found on the Commercial List
website at http://www.ontarioconrts.ca/sci/practice/praelice-direclions/toronto/c-servicc-
protocol/) shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute
an order for substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to
Rule 3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of
documents in accordance with the Protocol will be effective on transmission. This Court further
orders that a Case Website shall be established in accordance with the Protocol with the
following URL http.V/jwilliamsassoc,com/case 1 7.htm.
26. THIS COURT ORDERS that if the service or distribution of documents in accordance
with the Protocol is not practicable, the Receiver is at liberty to serve or distribute this Order, any
other materials and orders in these proceedings, any notices or other correspondence, by
forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or facsimile
transmission to the Debtor's creditors or other interested parties at their respective addresses as
last shown on the records of the Debtor and that any such service or distribution by courier,
personal delivery or facsimile transmission shall be deemed to be received on the next business
day following the date of forwarding thereof, or if sent by ordinary mail, on the third business
day after mailing.
GENERAL
27. THIS COURT ORDERS that the Receiver may from time to time apply to this Court for
advice and directions in the discharge of its powers and duties hereunder.
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28. THIS COURT ORDERS that nothing in this Order shall prevent the Receiver from acting
as a trustee in bankruptcy of the Debtor.
29. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States to give
effect to this Order and to assist the Receiver and its agents in carrying out the terms of this
Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully
requested to make such orders and to provide such assistance to the Receiver, as an officer of this
Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and
its agents in carrying out the terms of this Order,
30. THIS COURT ORDERS that the Receiver be at liberty and is hereby authorized and
empowered to apply to any court, tribunal, regulatory or administrative body, wherever located,
for the recognition of this Order and for assistance in carrying out the terms of this Order, and
that the Receiver is authorized and empowered to act as a representative in respect of the within
proceedings for the purpose of having these proceedings recognized in a jurisdiction outside
Canada.
31. THIS COURT ORDERS that the Applicant shall have its costs of this motion, up to and
including entry and service of this Order, provided for by the terms of the Plaintiffs security or,
if not so provided by the Plaintiffs security, then on a substantial indemnity basis to be paid by
the Receiver from the Debtor's estate with such priority and at such time as this Court may
determine.
32. THIS COURT ORDERS that any interested party may apply to this Court to vary or
amend this Order on not less than seven (7) days' notice to the Receiver and to any other party
likely to be affected by the order sought or upon such other notice, if any, as this Court may
order.
ENTERED AT / INSCRIT A TORONTO ON / BOOK NO:LE/DANS LE FIEGISTRE NO.:
MAR 0 1 2016
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DOCSTOR: 1771742\8
SCHEDULE"A"
RECEIVER CERTIFICATE
CERTIFICATE NO.______________
AMOUNT $______________________
1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the
"Receiver") of the assets, undertakings and properties Makvision Inc. acquired for, or used in
relation to a business carried on by the Debtor, including all proceeds thereof (collectively, the
“Property”) appointed by Order of the Ontario Superior Court of Justice (Commercial List) (the
"Court") dated the___day of ______ , 20__(the "Order") made in an action having Court file
number CV-16-11284-00CL, has received as such Receiver from the holder of this certificate
(the "Lender") the principal sum of $___________ , being part of the total principal sum of
$___________ which the Receiver is authorized to borrow under and pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with
interest thereon calculated and compounded [daily] [monthly not in advance on the_______ day
of each month] after the date hereof at a notional rate per annum equal to the rate of______per
cent above the prime commercial lending rate of Bank of________ from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the
principal sums and interest thereon of all other certificates issued by the Receiver pursuant to the
Order or to any further order of the Court, a charge upon the whole of the Property, in priority to
the security interests of any other person, but subject to the priority of the charges set out in the
Order and in the Bankruptcy and Insolvency Act, and the right of the Receiver to indemnify itself
out of such Property in respect of its remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at
the main office of the Lender at Toronto, Ontario.
5. Until all liability in respect of this certificate has been terminated, no certificates creating
charges ranking or purporting to rank in priority to this certificate shall be issued by the Receiver
DOCSTOR-# 1771742-v8-Model_Reccivership_Order_(T__Reyes).doc
-2-
to any person other than the holder of this certificate without the prior written consent of the
holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal with
the Property as authorized by the Order and as authorized by any further or other order of the
Court.
7. The Receiver does not undertake, and it is not under any personal liability, to pay any
sum in respect of which it may issue certificates under the terms of the Order.
DATED the_____ day of_______________, 2016.
James Williams & Associates Inc., solely in its capacityas Receiver of the Property, and not in its
personal capacity
Per:Name: James Williams Title:
DOCSTOR-#l77l742-v8-Model_Receivership_Order_(T_Reyes).doc
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SCHEDULE “A'
RECEIVER CERTIFICATE
CERTIFICATE NO: 001
AMOUNT: $210.00
1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the
"Receiver”) of the assets, undertakings and properties Makvision Inc. (the "Debtor”)
acquired for, or used in relation to a business carried on by the Debtor, including all
proceeds thereof (collectively, the “Property”) appointed by Order the Ontario Superior
court of Justice dated the 1st day of March, 2016 (the "Order”) made in an action having
court file number CV-16-11284-00CL, has received as such receiver from the holder of
this certificate (the “Lender") the principal sum of $210.00, being part of the total
principal sum of $150,000.00 which the Receiver is authorized to borrow under and
pursuant to the Order,
2. The principal sum evidenced by this certificate is payable on demand by the Lender with
interest thereon calculated and compounded daily after the date hereof at a notional rate
per annum equal to the rate of 2.5 per cent above the prime commercial lending rate of
the Royal Bank of Canada from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the
principal sums and interest thereon of all other, certificates issued by the Receiver
pursuant to the Order or to any further order of the court, a charge upon the whole of the
Property, in priority to the security interests of any other person, but subject to the
priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act,
and the right of the Receiver to indemnify itself out of such Property in respect of its
remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at
the main office of the Lender at Toronto, Ontario.
5. Until all liability in respect of this certificate has been terminated, no certificates creating
charges ranking or purporting to rank in priority to this certificate shall be issued by the
Receiver to any person other than the holder of this certificate without the prior written
consent of the holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal
with the Property as authorized by the Order and as authorized by any further or other
order of the Court.
7. The Receiver does not undertake, and it is not under any personal liability, to pay any
sum in respect of which it may issue certificates under the terms of the Order.
DATED the 15th day of April 2016.
James Williams & Associates Inc.,
solely in its capacity as Receiver of the
Property, and not in its personal capacity.
SCHEDULE “A’
RECEIVER CERTIFICATE
CERTIFICATE NO: 002
AMOUNT: $20,000.00
1. THIS IS TO CERTIFY that James Williams & Associates Inc., the receiver (the
“Receiver”) of the assets, undertakings and properties Makvision Inc. (the “Debtor”)
acquired for, or used in relation to a business carried on by the Debtor, including all
proceeds thereof (collectively, the “Property") appointed by Order the Ontario Superior
court of Justice dated the 1st day of March, 2016 (the “Order”) made in an action having
court file number CV-16-11284-00CL, has received as such receiver from the holder of
this certificate (the “Lender”) the principal sum of $20,000.00, being part of the total
principal sum of $150,000.00 which the Receiver is authorized to borrow under and
pursuant to the Order.
2. The principal sum evidenced by this certificate is payable on demand by the Lender with
interest thereon calculated and compounded daily after the date hereof at a notional rate
per annum equal to the rate of 2.5 per cent above the prime commercial lending rate of
the Royal Bank of Canada from time to time.
3. Such principal sum with interest thereon is, by the terms of the Order, together with the
principal sums and interest thereon of ail other certificates issued by the Receiver
pursuant to the Order or to any further order of the court, a charge upon the whole of the
Property, in priority to the security interests of any other person, but subject to the
priority of the charges set out in the Order and in the Bankruptcy and Insolvency Act,
and the right of the Receiver to indemnify itself out of such Property in respect of its
remuneration and expenses.
4. All sums payable in respect of principal and interest under this certificate are payable at
the main office of the Lender at Toronto, Ontario.
5. Until all liability in respect of this certificate has been terminated, no certificates creating
charges ranking or purporting to rank in priority to this certificate shall be issued by the
Receiver to any person other than the holder of this certificate without the prior written
consent of the holder of this certificate.
6. The charge securing this certificate shall operate so as to permit the Receiver to deal
with the Property as authorized by the Order and as authorized by any further or other
order of the Court.
7. The Receiver does not undertake, and it is not under any personal liability, to pay any
sum in respect of which it may issue certificates under the terms of the Order.
DATED the 20th day of April 2016.
James Williams & Associates Inc.,
solely in its capacity as Receiver of the
Property, and not in its personal capacity.
Title: President
TAB C
APPENDIX 'A'
Makvision Inc.Statement of Receipts and Disbursements
For the Period March 1, 2016 through December 30, 2016 Estate 31-458095
ReceiptsAdvances from Secured Creditors $ 20,210.00Sale of Vehicle 15,275.00
$ 35,485.00
Disbursements Cheque Stock Corporate Searches Filing Fees HST Paid insurance Legal Fees Postage Receiver's Fees Travel
$ 87.7553.16 70.00
4,029.59 140.00
2,501.25 48.90
28,337.69 31.23
$ 35,299.57
$_________ 185.43Cash on Deposit
TAB D
Court File No. 31 -OR-208172-T
ONTARIOSUPERIOR COURT OF JUSTICE
IN BANKRUPTCY
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 $41,029.84.
5. This Affidavit is made in support of a motion to, inter alia, approve the receipts
and disbursements of the Receiver and its accounts.
SWORN before me at the City of 'Toronto, in the Province of OntarioThis 11th day of January, 2017.
MUKUL MANCHANDA
James Stewart Williams, a Commissioner, etb,Province of Ontario, for James Williams
&. Associates Inc., Trustee in Bankruptcy.
Expires April 6,2019. .
Attached is Exhibit “A”
Referred to in the
AFFIDAVIT OF MUKUL MANCHANDA
Sworn before me
This 11th dav of January, 2017
James Stewart Williams, a Commissioner, etc.,
Province of Ontario, for James Williams
j & Associates !nc., Trustee in Bankruptcy.
Expires^111,6,2010. *^ ,
Commissioner for taking Affidavits, etc
EXHIBIT 'A'
JAMES WILLIAMS & ASSOCIATES INC.
STATEMENT OF ACCOUNT FOR THE PERIOD MARCH 1, 2016 THROUGH TO JANUARY 6, 2017
COURT APPOINTED RECEIVER OF MAKVISION INC.
Staff Member TitleYears of Service Total Hours
Hourly Rate ($CDN)
Amount Billed ($CDN)
James Williams, Trustee President 36 28.3 410.00 11,603.00Richard Williams, Trustee Sr. Manager 5 10.0 290.00 2,900.00Mukul Manchanda, Trustee Sr. Manager 7 72.2 290.00 20,938.00Andrew Williams Sr. Associate 10 0.3 125.00 37.50
Total March 1,2016 thorugh to January 6, 2017 110.8
Average hourly rate of $320.20 35,478.50
Courier Charges 55.49Miscellaneous Expenses 110.8 7.00 775.60
Disbursements (as at January 6, 2017) 831.09
Net Fees and Disbursements 36,309.59
HST 4,720.25
Total 41,029.84
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TAB F
Court File No. CV-16-11284-00CL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN:
ROYAL BANK OF CANADA
- and -
MAKVISION INC.
AFFIDAVIT OF SANJEEV MITRA(sworn January 10, 2017)
Applicant
Respondent
I, SANJEEV MITRA, of the City of Toronto, in the Province of Ontario, MAKE
OATH AND SAY AS FOLLOWS:
1. I am a lawyer at Aird & Berlis LLP and, as such, I have knowledge of the matters to
which I hereinafter depose. Aird & Berlis LLP is acting as counsel for James Williams &
Associates Inc. (“JWAI”), in its capacity as the Court-appointed receiver of all of the
assets, undertakings and properties of Makvision Inc.
2. Aird & Berlis LLP has prepared statements of account in connection with its mandate as
counsel to JWAI, detailing its services rendered and disbursements incurred, namely:
(a) an account dated April 29, 2016 in the amount of $2,237.48 in respect of the
period from March 2, 2016 to March 31, 2016;
(b) an account dated May 30, 2016 in the amount of $129.95 in respect of the period
from April 12, 2016 to April 30, 2016;
(c) an account dated June 27, 2016 in the amount of $454.83 in respect of the period
from May 4,2016 to May 31, 2106;
(d) an account dated July 29, 2016 in the amount of $1,110.23 in respect of the period
from April 13, 2016 to June 30, 2016;
(e) an account dated August 25, 2016 in the amount of $324.88 in respect of the
period from July 7, 2016 to July 31, 2016; and
(f) an account dated January 9, 2017 in the amount of $1,778.06 in respect of the
period from December 8, 2016 to January 6, 2017,
(collectively, the “Statements of Account”).
Attached hereto and marked as Exhibit “A” to this Affidavit are copies of the Statements
of Account. The average hourly rate of Aird & Berlis LLP is $457.52.
3. Attached hereto and marked as Exhibit “B” to this Affidavit is a chart detailing the
lawyers, law clerks and articling students who have worked on this matter.
4. This Affidavit is made in support of a motion to, inter alia, approve the attached accounts
of Aird & Berlis LLP and the fees and disbursements detailed therein, and for no
improper purpose whatsoever.
SWORN before me at the City of ) ,Toronto, in the Province of Ontario ) this 10th day of January, 2017 )
. ) *( .,-SANJEEV MITRA- . _____________________ __ ' )
A commissioner, etc.
I
Attached is Exhibit “A”
Referred to in the
AFFIDAVIT OF SANJEEV MITRA
Sworn before me
this 10th dav of .Tannarv. 201 7
Commissioner tor taking Affidavits, etc
IN ACCOUNT WITH: Aird & Berlis LLP
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
SRM 23/03/16 0.10 $34.00 Review PPSA ETRSS and Certified PPSA searches
Aird & Berlis LLPPage 2 of Account No. 531913
LAWYER DATE TIME VALUE DESCRIPTION
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
File No.: 37350/131646May 30, 2016__________________________________________________________________________________________________
Re: Makvision Inc.
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.
26139519.1
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.: 536303
PLEASE WRITE ACCOUNT NUMBERS ON THE BACK OF ALL CHEQUES
File No.: 37350/131646
June 27, 2016 ______ _______
Re: Makvision Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended May 31, 2016
LAWYER DATE TIME VALUE DESCRIPTION
SPM 04/05/16 0.20 $115.00 Telephone call client re strategy
SPM 05/05/16 0.50 $287.50 Telephone call with client and RBC re status and steps
TOTAL: 0.70 $402.50
OUR FEE $402.50HST at 13% $52.33
AMOUNT NOW DUE $454.83
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Sanjeev P. Mitra
Aird & Berlis LLPPage 2 of Account No. 536303
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.
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
TOTAL: 1.70 $977.50
OUR FEE $977.50HST at 13% $127.08
DISBURSEMENTS
Subject to HST
Long Distance Charges HST at 13%
$1,110.23
$5.00$0.65
AMOUNT NOW DUE
Aird & Berlis LLPPage 2 of Account No. 539470
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.
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
File No.: 37350/131646August 25, 2016 ________________________________________________________________________________________
Re: Makvision Inc.
FOR PROFESSIONAL SERVICES RENDERED on your behalf throughout the period ended July 31,2016
LAWYER DATE TIME VALUE DESCRIPTION
SPM 07/07/16 0.20 $115.00 Email exchange with client and strategy
SPM 07/07/16 0.10 $57.50 Email exchange re scheduling of call
SPM 13/07/16 0.20 $115.00 Conference call with Bank
TOTAL: 0.50 $287.50
OUR FEE $287.50HST at 13% $37.38
AMOUNT NOW DUE $324.88
THIS IS OUR ACCOUNT HEREIN Aird & Berlis LLP
Aird & Berus LLPPage 2 of Account No. 541718
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.
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
Aird & Berlis LLPPage 2 of Account No. 553593
LAWYER DATE TIME VALUE DESCRIPTION
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.
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