TaxTMI 
TaxTMI 
2019 (1) TMI 1316
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....tor) (Formerly known as Helix Technology Solutions Private Limited), is a Company registered under the Companies Act, 1956, having its registered office at Plot No.89, Municipal No. 8-2-120/76, 1st Floor, Road No.2, Banjara Hills, Hyderabad-500034. It is engaged, inter alia, in the business of providing digital classroom solutions. 2) M/s. K12 Techno Services Private Limited (Respondent/Corporate Debtor) is a Company registered with Registrar of Companies on 26.03.2010 and is incorporated under Companies Act, 1956, having its registered office at H. No. 10-2-249/250, G. R's Laxmi Nivas, Street No.6, West Marredpally, Secunderabad-500026 that manages and provides services to Gowtham Model Schools located across the State of Andhra Pradesh and Orchid International School located in Hyderabad. Its Authorised Share Capital is Rs. 14,62,24,700/- and Paid up Share Capital is Rs. 11,39,28,160/-. It is a Private Limited Company and involved in the business of providing various kinds of services required by educational institutions and to the persons connected with educational institutions. 3) During the course of its business, the Corporate Debtor approached the Opera....
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....ms and fancies of the Applicant, inasmuch as, it is at the irresponsible action of the Applicant that the dispute has surfaced, and is now instituted for illegal enrichment and the claim itself is not at all a bona fide claim. 2) In a series of meetings held between the Petitioner/Applicant and Corporate Debtor, and it has raised a series of issues pertaining to laxity and lapses on the part of the Applicant, which were brought to his notice, and as such there is a bona fide dispute of its obligations to discharge the alleged debts and liabilities. The respondent has also kept the Applicant present in various meetings with the Sri Gowtham Academy of General and Technical education (hereinafter referred to as SGAGTE) as the Master Services Agreement, the Respondent had entered into with SGAGTE, was stand terminated. Thus, primarily any amount due and liable has to be discharged by SGAGTE, and not at the instance of this Respondent.. Unable to face the wrath of SGAGTE for various acts of lapses/faulty supplies on the part of the Applicant, the instant proceedings are initiated against this Respondent whom the Applicant feels is a vulnerable and a soft target for the sole pur....
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....bjections filed by the Respondent are false and denied, and they are made with sole intention of sub-serving its illegalities and mala fides. This Tribunal have territorial jurisdiction as per Section 60 of the Insolvency and Bankruptcy Code, 2016. The Corporate Debtor failed to pay outstanding due amount and the Petitioner had always responded to the technical issues regarding the hardware supplied by Operational Creditor, and also fulfilled all the obligations and responsibilities under the agreement between Operational Creditor and Corporate Debtor. As per section 9.1, 9.2 and 9.3.1 of the Master Licence Agreement, which has been executed between Petitioner and Respondent, it is the Corporate Debtor, who is required to make payment to the Operational Creditor for the services rendered by the Operational Creditor. Sri Gowtham Academy of General and Technical Education (SGAGTE) is the end customer of Corporate Debtor. Upon request of the Respondent, the petitioner agreed to provide the services to the end customer of Corporate Debtor. Therefore, there is no contractual relationship nor any contract executed with SGAGTE for claiming the outstanding due amount from SGAGTE. 6. The....
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....roposition on the issue, it is necessary to refer relevant clauses of Master Licence Agreement dated 03.01.2011. Clause 9 of the Master Licence Agreement deals with charges, default and termination. Clause 9.1, 9.2, 9.3, and 9.3.1 reads as follows: "9.1 The institution (the respondent herein) shall be deemed to have bought the Computer Systems at the point of time referred to in paragraph 6.1.3 of this Agreement, but the Computer Systems shall remain charged to the Company (the petitioner herein) or to the third party lender in terms of clause 7.1.4 until the full payment of the instalments are made and all charges payable under this agreement and until all the obligations of the Institution have been satisfied and the Company has given a written confirmation of satisfaction, which shall not be unreasonably withheld. Till such confirmation of satisfaction is given by the Company, the Company shall have lien over the Computer Systems, the institutions understands that the Institution's rights over the Computer Systems is conditional upon the institution complying with the terms and conditions hereof and in particular the institution paying up the whole of the instalment....
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....hatsoever nature including claim of indemnity, against the Company for such snag/malfunctioning and/or termination of the Agreement in relation to such Computer System(s). "Clause 9.3 & 9.3.1 of the agreement deals with making of payment. As per this clause if the Respondent failed to pay defaults in making payment for more than 2 consecutive quarters, the Petitioner have the right to terminate the agreement by giving a 30 days written notice to Respondent for curing the default in payment. Upon such termination; the respondent shall be bound to pay all outstanding instalments payments with interest and all the remaining instalments towards Computer Systems and content for the complete term of the agreement within 60 days from the date of the termination." Clause 9.4 and 9.5 is also relevant for the instant dispute, which reads as under: "9.4 Further, upon termination under Clause 9.3 above, if the institution fails to make-good the default by complying with the stipulations of Clause 9.3.1 hereinabove, the company shall have the right to repossess the Computer Systems as if Company were the legal owner of the same and such action of the Company shall be ....
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....erred to as SGAGTE) on 8th February, 2016. The petitioner has admittedly failed to spend a sum of Rs. 25,00,000/- as per Annexure-D for joint media advertisement. There is a lot correspondence filed by the respondent to show that the petitioner was put on notice about the deficient services, and the petitioner appears to have not taken appropriate action. There are lot of allegations of breach of several clauses as per Master License Agreement in question, which cannot be looked into in the instant petition instituted under the provisions of Code. Therefore, the debt in question is not only in serious dispute but it is also barred by laches and limitation. As per the terms of Master License Agreement, the Computer Systems shall remain charged to the Company (Petitioner) or to the third party lender in terms of clause 7.1.4 until the full payment of the instalments are made and all charges payable under this agreement and until all the obligations of the Respondent have been satisfied and the Company has given a written confirmation of satisfaction, which shall not be unreasonably withheld. Till such confirmation of satisfaction is given by the Company, the Company shall have lien o....