Citation Codes

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Case Number

C.P. (IB) No. 1578/KB/2018

Attorney(S)

Mr. Ankan Rai, Adv., for the Operational Creditor;
Mr. Suvadeep Sen and Ms. Ekta Jaiswal, C.S., Adv., for the Corporate Debtor;

Judges

Rohit Kapoor, Member (Judicial)
Harish Chander Suri, Member (Technical)

Acts

section 8(2) of the Code
Code, 2016 read with Rule 6
provisions of the Indian Contract Act, 1872 or Sale of Goods Act, 1930
section 8 of the Code

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Smart Summary

Structured Summary of the Opinion: NCLT, Kolkata Bench — C.P. (IB) No.1578/KB/2018

Factual and Procedural Background

This petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 was filed by Masters Development Management (India) Private Limited ("Operational Creditor") seeking initiation of the corporate insolvency resolution process against Team Taurus Realty and Infrastructure Private Limited ("Corporate Debtor") in respect of alleged unpaid operational dues.

The Operational Creditor claimed an outstanding principal of Rs. 5,62,037 with interest calculated up to 25 September 2018 of Rs. 1,48,862, making a stated total of Rs. 7,10,899 plus future interest. The Operational Creditor relied on two letters of appointment dated 27 February 2016 and 28 May 2016, and invoices dated 17 February 2017 (Invoice No. 041642/SP/16-17/13) and 1 June 2017 (Invoice No. 041651/SP-LC/17-18/02), among other documents, as the basis for the claim.

A Demand Notice dated 25 September 2018 was issued by the Operational Creditor. The reply to the Demand Notice was dated 2 November 2018. Earlier on 3 October 2019 the Adjudicating Authority had recorded that the parties had settled the matter subject to finalisation of settlement terms and disposed of the petition with liberty to revive if settlement failed. The Operational Creditor filed I.A. No.171/KB/2021 for restoration of the main C.P., and the petition was restored and listed for hearing on 13 December 2021. The hearing was conducted by video conference and the order is pronounced on 07 January 2022.

Legal Issues Presented

Whether the petition under Section 9 of the IBC filed against Team Taurus Realty and Infrastructure Private Limited is maintainable when the letters of appointment, invoices, payments and the settlement cheques relate to Sonartori Project (a partnership firm) rather than the company arrayed as Corporate Debtor.
Whether the Operational Creditor's issuance of the demand notice and initiation of Section 9 proceedings against the company (Team Taurus) was erroneous where there was no privity of contract between the Operational Creditor and that company.

Arguments of the Parties

Operational Creditor's Arguments

The Operational Creditor asserted that the Corporate Debtor owed principal of Rs. 5,62,037 and interest aggregating to Rs. 7,10,899 as on 25 September 2018, plus future interest.
It relied on letters of appointment (27 February 2016 and 28 May 2016), invoices dated 17 February 2017 and 1 June 2017, email correspondences, the Demand Notice dated 25 September 2018, a reply to the demand notice, tabular charts of debt particulars, and bank statements.
The Operational Creditor maintained that the invoices were received and acknowledged on 18 February 2017 and 1 June 2017 and that no dispute or pending litigation existed prior to the demand notice. It also contended that the Corporate Debtor had accepted liability and given assurances for payment which remain unfulfilled.
After an earlier settlement, the Operational Creditor alleged non-compliance by the Corporate Debtor with settlement terms and produced three post-dated cheques (dated 05 August 2020, 05 September 2020 and 05 October 2020) which were allegedly issued to liquidate the claim but were dishonoured for insufficient funds.

Corporate Debtor's Arguments

The Corporate Debtor (Team Taurus) contended that it was erroneously impleaded as Corporate Debtor since the letters of appointment and invoices were issued by Sonartori Project (a partnership firm) in favour of the Operational Creditor, and not by Team Taurus. It asserted there was no privity of contract and therefore no debt owed by Team Taurus.
The Corporate Debtor pointed to the Deed of Partnership of Sonartori Project (registered on 29 November 2010) showing partners as private limited companies other than Team Taurus, and argued it was not a partner of Sonartori Project.
It denied issuance of any appointment letter, contract or service acceptance by Team Taurus and denied any liability for amounts claimed. It also disputed the relevance of bank statements and other documents relied upon by the Operational Creditor to establish any debt owed by Team Taurus.
The Corporate Debtor characterized the petition as vexatious and sought its summary dismissal on maintainability grounds.

Table of Precedents Cited

No precedents were cited in the provided opinion.

Court's Reasoning and Analysis

The Tribunal examined the pleadings and documentary record. Its analysis proceeded along the following lines, based strictly on the material on record:

Foundational documents: The Tribunal identified the letter dated 27 February 2016 (Annexure II-A) and the letter dated 28 May 2016 as the foundation of dealings, and noted that both letters were issued by Sonartori Project and not by the company arrayed as Corporate Debtor (Team Taurus).
Invoices and recipient: The Tribunal observed that the invoices relied upon (including Invoice No. 041642 dated 17 February 2017 and Invoice No. 041651 dated 1 June 2017) were issued in the name of Sonartori Project. The Operational Creditor itself described Sonartori Project as the Corporate Debtor in the Demand Notice.
Payments and replies: The Tribunal noted that payments recorded in the Operational Creditor's table and bank statements were from Sonartori Project. The reply to the Demand Notice dated 2 November 2018 was also sent by Sonartori Project, not by Team Taurus.
Settlement cheques: The Tribunal scrutinised the post-dated cheques produced pursuant to the settlement (dated 5 August 2020, 5 September 2020 and 5 October 2020 bearing nos. 451917, 451918 and 451920) and concluded these cheques were issued by Sonartori Project and not by the Corporate Debtor company.
Privity and maintainability: On the basis that all contractual documents, invoices, payments, the reply to the demand notice and the settlement instruments related to Sonartori Project (a registered partnership firm), and that Team Taurus did not figure in those contracts, the Tribunal concluded there was no privity of contract between the Operational Creditor and Team Taurus. Accordingly, the Tribunal held that the petition under Section 9 of the IBC could not be sustained against Team Taurus.
Procedural observation: The Tribunal observed that the Operational Creditor had erred in issuing the Section 8 demand notice to Team Taurus instead of serving it on Sonartori Project, and noted the Operational Creditor should have pursued recovery from Sonartori Project before the appropriate forum.
Outcome driven by facts on record: The Tribunal emphasised that, although the petition had been revived to decide issues on merits, the documentary record established that the actual transaction and settlement were between the Operational Creditor and Sonartori Project; therefore the petition could not survive against the company named as Corporate Debtor.

Holding and Implications

Holding: The Tribunal rejected the petition under Section 9 of the IBC as filed against Team Taurus Realty and Infrastructure Private Limited and ordered that C.P. (IB) No.1578/KB/2018 is DISMISSED.

Implications:

The direct consequence is dismissal of the Section 9 petition against Team Taurus—the company arrayed as Corporate Debtor is not held liable on the operational debt asserted in this petition based on the record before the Tribunal.
The Operational Creditor is granted liberty to proceed against Sonartori Project (the partnership firm) for recovery of its dues before the appropriate forum/court, if permitted by law.
The order directs the Registry to communicate the decision to the Operational Creditor, the Corporate Debtor, the I.R.P. and the jurisdictional Registrar of Companies by Speed Post and email, and allows issuance of certified copies on compliance with formalities.
The opinion does not state or record any broader precedent being laid; the decision is grounded on the factual finding that the contractual relationship and transactions were with Sonartori Project and not with the company named as Corporate Debtor.

This summary is based exclusively on the text of the provided opinion and does not add or infer information beyond what appears therein.

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Masters Development Management (India) Private Limited Operational Creditor v. Team Taurus Realty And Infrastructure Private Limited Corporate Debtor.

IN THE NATIONAL COMPANY LAW TRIBUNAL,

KOLKATA BENCH,

KOLKATA

C.P (IB) No.1578/KB/2018 In the matter of

An application under 9 of the Insolvency and Bankruptcy Code, 2016 read with Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules,2016.

And In the matter of: Masters Development Management (India) Private Limited , CIN:

U70102MH2008PTC187221, having its Registered office at 1-C-1403, Whispering Palms, Akurli Road, Lokhandwala Complex, Kandivali (East), Mumbai 400 101 and also office at GA 142,1444, Rajdanga Main Road, Kolkata 700 107.

… Operational Creditor Versus In the matter of:

Team Taurus Realty and Infrastructure Private Limited ( For its Sonartori Project) ,CIN: U70109WB2012PTC176063, having its registered office at DN 51, Suit# 610, 6^th

Floor, Salt Lake, Sector V, Kolkata- 700091. …Corporate Debtor Date of hearing :13/12/2021

Order Pronounced on : 07/01/2022 Coram: Mr. Rohit Kapoor, Member (Judicial) Mr. Harish Chander Suri, Member (Technical)

C.P (IB) No.1578/KB/2018 --------------------------------------------------------------------------------------------------------------------------------------------------------------------- Counsels appeared through Video Conference

1. Mr. Ankan Rai, .Adv. ] For the Operational Creditor

1. Mr. Suvadeep Sen. Adv. ] For the Corporate Debtor

2. Ms. Ekta Jaiswal, C.S.

O R D E R

Per: Harish Chander Suri, Member (Technical)

1. The Court is convened by video conference today.

2. This petition under section 9 of the IBC has been filed by Masters Development Management (India) Private Limited, CIN:

U70102MH2008PTC187221, a corporate entity, (hereinafter referred as the Operational Creditor), seeking initiation of corporate insolvency resolution process in respect of Team Taurus Realty and Infrastructure Private Limited ( For its Sonartori Project) ,CIN:

U70109WB2012PTC176063, another corporate entity, having its registered office at DN 51, Suit# 610, 6^th

Floor, Salt Lake, Sector V, Kolkata- 700091 (hereinafter referred as the Corporate Debtor).

3. It is submitted that vide orders dated 3^rd

October, 2019, this Adjudicating Authority had recorded that "It is submitted by the Ld. Counsel for the Operational Creditor that the parties have settled the matter but terms of settlement are yet to be finalized. Be that as it may, this matter stands disposed of with a liberty to revive the same, if settlement talks fail. CP (IB) No. 1578/KB/2018 stands disposed of. Thereafter, the Operational Creditor filed the present I.A No./171/KB/2021 for restoration of the main C.P. The respondents were given three weeks' time to comply with the terms of settlement by making payment to the applicant/ Operational Creditor".

4. Thereafter, the matter was adjourned from time to time. Since nobody ----------------------------------------------------------------------------------------------------------------------------

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October,2021 and 31 st August, 2021. The application was restored to its original number and the matter was listed for hearing on 13^th

December,2021, the matter has been taken up for hearing .

5. This application under section 9 of IBC was filed by Masters Development Management (India) Private Limited against Team Taurus Realty and Infrastructure Private Limited. It is submitted that the principal amount of debt due from the Corporate Debtor to the Operational Creditor is Rs.5,62,037/- ( Rupees Five Lakh Sixty Two Thousand and Thirty Seven only) and interest having accrued on the said amount calculated @ 18% per annum till 25^th

September, 2018 is Rs. 1,48,862/-(Rupees One Lakh Forty Eight Thousand Eight Hundred Sixty Two only), thus the total amount being Rs.7,10,899/- plus future interest till realization of the amount is stated to be due and outstanding from the Corporate Debtor to the Operational Creditor. The Operational Creditor has annexed a tabulated chart showing particulars of the operational debt, as Annexure II-F.The Operational Creditor has annexed various documents to prove its case.

6. It is submitted that the payment fell due under tax paid Invoices. It is submitted that the terms of the letters of appointment dated 27^thFebruary 2016 and 28 th

May 2016 and Invoice No. 041642/SP/16- 17/13, dated 17^th

February, 2017 and Invoice No. 041651/SP-LC/17- 18/02, dated 1^st

June 2017 have been violated. The Operational Creditor has annexed various other documents in order to prove the existence of Operational debt and the amount in default.

1. Letters of Appointment dated 27^th

February 2016 and 28^thMay 2016 (Annexure II-A).

2. Copies of Invoices (Annexure II-B):

i) Invoice No 041642/SP/16-17/13 dated 17^th

February 2017 to the tune of Rs.3,89,537/- raised in respect of ----------------------------------------------------------------------------------------------------------------------------

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ii) Invoice No. 041651/SP-LC/17-18/02 dated 1^st

June, 2017 to the tune of Rs. 1,72,500/-, raised in respect of Landscape Consultancy Services rendered by the Operational Creditor to the Corporate Debtor.

3. E-mail correspondences issued by the Operational Creditor to the Corporate Debtor. (Annexure II-C)

4. Copy of Demand Notice dated 25^th

September 2018 along with tracking report. (Annexure II-D)

5. Reply to demand notice dated 2^nd

November 2018 (Annexure II-E).

6. Tabular Charts showing the particulars of the operational debt.(Annexure II-F)

7. Copy of the Bank Statements of Operational Creditor of its account maintained with HDFC Bank for the period between 28^th

December,2015 to 25^th

September 2018. (Annexure III)

7. The Operational Creditor has annexed Annexure-II-A which is letter dated 27^th

February, 2016 written by Sonartori Project addressed to the Operational Creditor on the "subject: letter of appointment for Construction Management Services whereby, Sonartori Project was pleased to appoint Operational Creditor as their construction Manager for their Pather Panchali (PP) plus Phase -1 , Phase -2 ; to take the lead for timely completion of project with desired quality standards based on requisite supports from our design management, planning and costs management team and procurement team. This letter was duly signed by

"a Partner of Sonartori Project". This letter was duly received, confirmed and accepted by Masters Development Management (India) Private Limited (MDM), i.e. the Operational Creditor

8. It is submitted that vide another letter dated 17^th

February 2017 written by Operational Creditor addressed to Sonartori Project, the Operational ----------------------------------------------------------------------------------------------------------------------------

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February 2017 towards fee for the month of February 2017 in accordance with the letter of appointment dated 27^th

February 2016. This letter has been signed by authorised signatory of the Operational Creditor. The Operational Creditor has sent letter dated 17^th

February 2017 to Sonartori Project along with original Invoice and Invoice Annexure, letter dated 1^st

June, 2016 along with Original Invoice 041642/SP/16-17/13 for an amount of Rs. 10,66,992/- and Original Invoice MDMPL/SP-LC/17-18/02 for an amount of Rs.1,57,500/-

9. It is submitted that a Demand Notice dated 25^th

September, 2018 was written by the Operational Creditor to the Corporate Debtor. In the body of the Demand Notice, the Operational Creditor has stated that "the Principal Amount of debt due from Team Taurus Realty and Infrastructure Private Limited (for its Sonartori Project), Corporate Debtor" to Masters Development Management (India) Private Limited (MDM), Operational Creditor is Rs. 5,62,037/- The Operational Creditor is itself describing Sonartori Project as Corporate Debtor. The Invoices dated 17^th

February, 2017 and 1^st

June 2016 have also been issued in the name of Sonartori Project. Similarly, all other Invoices issued by the Operational Creditor are in the name of the Sonartori Project and admittedly the work was done for Sonartori Project. It is stated to be a partnership firm, but the Demand Notice has been issued on the Team Taurus Realty and Infrastructure Private Limited. It would be seen that reply dated 2^nd

November, 2018 to the Demand Notice was also sent by Sonartori Project. It would be further seen from Annexure- II F (Ext.A) that all the payments have been made by Sonartori Project after deduction of TDS from the amount due to the Operational Creditor.

10. It is pertinent to mention that letter dated 27^th

February 2016, Annexure-II A is the foundation of the dealings between the parties. This is a letter of appointment for Construction Management Services, ----------------------------------------------------------------------------------------------------------------------------

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herein. This letter deals with all the terms and conditions of the

agreement to be adhered to by and between the two parties. The

Corporate Debtor herein i.e. Team Taurus Realty and Infrastructure

Private Limited does not find mention in this letter of appointment.

Similarly, letter dated 28^th

May 2016 also is a letter of appointment for Landscape Consultancy Services, for which the quotation of the Operational Creditor was accepted by Sonartori Project and the Operational Creditor was appointed as the Landscape Consultant for Landscape design, design development and preparation of CFCs and other details for 6.08 Acres of land of Pather Panchali Project.

11. In the reply affidavit one of the Directors of Team Taurus Realty and Infrastructure Private Limited submitted that the Corporate Debtor has been erroneously impleaded in the instant proceedings as a Corporate Debtor. It is submitted that the Corporate Debtor herein cannot be a 'Corporate Debtor' as defined under section 3(8) of the IBC, 2016 because there is no privity of contract by and between the parties and the said Company owes no debt to the Operational Creditor.

12. It is further submitted by the Corporate Debtor that the letter of appointment for construction management services dated 27^th

February, 2016 annexed to the application has been issued by Sonartori Project in favour of the Operational Creditor. Similarly, the letter of appointment dated 28^th

May, 2016 (annexed to the said application) for Landscape Consultancy Services has also been issued by Sonartori Project in favour of the Operational Creditor. It is submitted that Sonartori Project is a Partnership Firm and the aforesaid letters of appointment have been issued for and on behalf thereof by an authorised representative of one of the partners. It is submitted that the Deed of Partnership of the said firm was executed and registered before the office of the Additional ----------------------------------------------------------------------------------------------------------------------------

Page 6 of 11

November, 2010. Copy enclosed as Annexure-A and the partners of the said firm are i) M/s Soumitra Projects Private Limited, ii) M/s Mounthill Exports Private Limited and iii) M/s Well Homes Private Limited, all private limited companies and the Corporate Debtor herein is not a partner thereof .

13. It is submitted that the Corporate Debtor herein has neither issued any letter of appointment nor awarded any contract to the Operational Creditor. The Invoices annexed to the application were issued by the Operational Creditor to Sonartori Project i.e. the said partnership firm and not to the company purportedly arrayed in this application as the Corporate Debtor. It is further submitted that payments in response to such Invoices were also made by the said partnership firm, as would appear from the statements annexed by the Operational Creditor in the said application. It is further submitted that there exists no relationship whatsoever between the Operational Creditor and the Corporate Debtor herein far less any privity of contract. It is also submitted that the question of the Operational Creditor having any claim from the said company, owing any unpaid operational debt to the Operational Creditor does not and cannot arise. The Corporate Debtor therefore has submitted that since the petition is not maintainable against the said company, the same warrants summary dismissal.

14. The Corporate Debtor further submitted that description of the said company as a Corporate Debtor is wholly erroneous, and there is no amount of debt due from the said company to the Operational Creditor. It is denied that any debt fell due on account of rendering construction management services and Landscape Consultancy Services to the alleged Corporate Debtor for its Sonartori Project by the Operational Creditor pursuant to the said letters of appointment duly signed by the representative of the parties.

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such services have been accepted by the Corporate Debtor at all. It is

submitted that the Invoices were issued by the Operational Creditor to

Sonartori Project, the said partnership firm, and not to the said company,

which has been wrongly arrayed in the said application as the

Corporate Debtor and therefore there is no question of the said company

accepting such Invoices. It is submitted that all the mails,

correspondences and Demand Notices issued by the Operational

Creditor emanate from the said letters of appointment as aforesaid

which was issued by the said partnership firm in favour of the

Operational Creditor. It is stated that even though notice dated 25^thSeptember, 2018 was issued to the said company and not to the said

partnership firm, the reply dated 2^nd

November, 2018 was issued by the said partnership firm and not by the said company and the same cannot be treated as a response under section 8(2) of the Code as having been made by the said company /Corporate Debtor herein.

16. The Corporate Debtor has further submitted in the reply that there is no operational debt for the said company owed to the Operational Creditor, as such the instant application is vexatious, harrassive and warrants to be dismissed.

17. The Corporate Debtor has further denied that any provisions of the Indian Contract Act, 1872 or Sale of Goods Act, 1930 have been violated as alleged. It is stated that the bank statements relied by the Operational Creditor do not show that the purported debt of the operational Creditor is in respect of the said company (Corporate Debtor) as alleged or at all. It is submitted that none of the documents relied upon by the Operational Creditor would show that it owes any amount of Operational Creditor debt from the said company.

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liability to make payment of legitimate dues to the Operational Creditor

and has sought to raise several disputes vide their reply dated 7^thFebruary 2019, as also in their reply to the demand notice dated 2 nd November, 2018 which are wholly baseless and misconceived. The Operational Creditor has further submitted that payments have fallen

due under the Invoices dated 17^th

February 2017 to the tune of Rs.3,89,537/- and Invoice dated 1^st

June, 2017 to the tune of Rs.1,72,500/- which were duly received and acknowledged by the Corporate Debtor on 18^th

February, 2017 and 1^st

June , 2017. It is submitted that there was no existence of dispute or record of any pending litigation before receipt of the Demand Notice and at no point of time before that the Corporate Debtor has raised any grievance whatsoever. It is submitted that the Director of the Corporate Debtor had accepted and given assurance for payment which has not been fulfilled till date.

19. In IA 171/KB/2021, the Operational Creditor has submitted that after the settlement was entered into, the Corporate Debtor has failed to adhere to and comply with the settlement of payment as mentioned in the terms of settlement dated 4^th

October, 2019 and under the terms of settlement three post dated cheques for liquidating the claim of operational Creditor were handed over, details of which are as under:-

Date	Cheque No.	Payer	Payee	Amount (Rs.)
05 August 2020	451917 Axis Bank	Sonartori Projects	Masters Development Management (India) Private Limited	1,56,093.00
05 September 2020	451918 Axis Bank	Sonartori Projects	Masters Development Management	1,78,539.00

Page 9 of 11

			(India) Private Limited
05 October 2020	451920	Sonartori Projects	Masters Development Management (India) Private Limited	1,78,532.00

aforesaid cheques were issued by the Corporate Debtor for making

payment of the outstanding dues of the Operational Creditor. It is

submitted that all the cheques were dishonoured by the Bank due to

'insufficient funds'. On closure scrutiny of this averment of the

Operational Creditor, it is found that even these three cheques bearing

no. 451917 dated 5^th

August 2020, 451918 dated 5^th

September, 2020 and 451917 dated 5^th

October, 2020 drawn on Axis Bank were given to the Operational Creditor by Sonartori Project and not by the Corporate Debtor.

21. Even though the application was revived on the prayer of the Operational Creditor to decide the issue involved on merits, but we find that the Operational Creditor actually had transaction only with the Sonartori Project which is a separate entity i.e. duly registered partnership firm and the Corporate Debtor did not have any connection as regards these transactions, for which appointment letters had been issued to the Operational Creditor and the work was assigned by Sonartori Project only. Even the payments were being received by the Operational Creditor from Sonartori Project, and even after settlement, the three cheques were issued by Sonartori Project.

22. Unfortunately the Operational Creditor was not well advised when it issued demand notice under section 8 of the Code in the name of the Corporate Debtor herein, which is a separate company and has no relationship with the Sonartori Project which is the main Debtor if at all. The Operational Creditor should have served the demand notice on the ----------------------------------------------------------------------------------------------------------------------------

Page 10 of 11

taking a so-called easy route to recover its money from the Corporate

Debtor named in this petition.

23. We have gone through the pleadings and the documents filed on record

by the parties and are of the considered view that this petition under section 9 of IBC would not survive as against the Corporate Debtor herein i.e. Team Taurus Realty and Infrastructure Private Limited

and the same is hereby rejected.

24. The Operational Creditor, however, shall have the liberty to proceed against the Sonatori Project for recovery of its dues before the appropriate Forum/ Court if permitted under law.

25. With these directions C.P.(IB) No.1578/KB/2018 is dismissed.

26. Registry is hereby directed to communicate the order to the Operational Creditor, the Corporate Debtor, the I.R.P. and the jurisdictional Registrar of Companies by Speed Post as well as through email.

27. Certified copy of the order may be issued to all the concerned parties, if applied for, upon compliance with all requisite formalities. (Harish Chander Suri) (Rohit Kapoor) Member (Technical) Member (Judicial)

Order signed on this, the 7^th

day of January, 2022

PJ.

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Masters Development ... v. Team Taurus Realty A...

Structured Summary of the Opinion: NCLT, Kolkata Bench — C.P. (IB) No.1578/KB/2018

Factual and Procedural Background

Legal Issues Presented

Arguments of the Parties

Operational Creditor's Arguments

Corporate Debtor's Arguments

Table of Precedents Cited

Court's Reasoning and Analysis

Holding and Implications

Masters Development Management (India) Private Limited Operational Creditor v. Team Taurus Realty And Infrastructure Private Limited Corporate Debtor.

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