TaxTMI 
TaxTMI 
2019 (7) TMI 339
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....tioner/Operational Creditor), has been in the digital marketing industry for 7 years and has won awards for work done by her. She has worked with a number of leading brands such as Tanishq, Puma, Central, 3M and Titan etc. 2) M/s. All That Hype Media Private Limited., (herein after referred as Respondent/Corporate Debtor) was incorporated on 10.02.2014 as Private Company under the provisions of Companies Act, 1956. Its Authorized Share Capital is Rs. 1,00,000/- (Rupees One Lakhs only) divided into 10,000/-(Ten Thousand only) equity shares of Rs. 10/- (Rupees Ten only) 3) Pursuant to several rounds of discussions and negotiations between Ms. Ruhi Fazila Shaik, the Director of the Corporate Debtor, who is in charge of its day to day running and affairs, and the Operational Creditor, the Operational Creditor was asked to join the Corporate Debtor and guide/assist the Corporate Debtor in carrying on its business of content creation services and introduce influencer marketing. The then Directors requested the Operational Creditor to invest her time and expertise in the Corporate Debtor, in return the Operational Creditor was to receive a 20% ownership stake in the Comp....
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....nal Creditor was left with no alternative. The Operational Creditor requested that all accounts be drawn up in order to ascertain the exact position of the Company and for calculation of all amounts that were due to the Operational Creditor. The Company's Accountant was asked to prepare the final statement of accounts. As per the Statement of account, profits of the Company were ascertained at Rs. 15,90,806/- (Rupees Fifteen Lakhs Ninety Thousand Eight Hundred and Six only) and the same was split in the manner: SI. No. Particulars Rate Amount Due 1 Share of the Operational Creditor in the profits of the Company 50% 7,95,403/- 2 Share of Ms. RuhiFazila Shaik in the profits of the Company 50% 7,95,403/- 8) It is submitted that the Operational Creditor is further entitled to 25% share in the assets of the Company. Thus, Corporate Debtor is liable to pay the Operational Creditor a sum of Rs. 7,95,403/- (Rupees Seven Lakh Ninety Five Thousand Four Hundred and Three only), being 50% of the profits of the company. It is also stated that the Company has rented out an office space for the Company in Ulsoor and brought another investor without ....
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.... content services for brands beyond those serviced by 'Republic of Chic'. Thus the aim of setting up the Company was to separate content distribution platform and also to formalize content services under the Company, which 'Republic of Chic' was already providing. 4) The Corporate Debtor being represented through its Director Mrs. Ruhi, accepted the proposal of the Operational Creditor to contribute as 'influencer marketing' executive and joined the services of the Corporate Debtor Company during September 2014 as a part time employee for a remuneration of Rs. 25,000/- to launch and lead its influencer marketing wing. The arrangement was purely due to personal relationship between the Parties and thus initially no contract was entered into between the Parties for services to be offered by the Operational Creditor. Further in the same period, apart from working for the Corporate Debtor Company, the Operational Debtor also continued providing services to various other organizations. 5) The Corporate Debtor was hopeful of substantial business for the Company due to representation by the Operational Creditor but it did not get from her thus influencer marketing divisi....
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....that the Operational Creditor during her employment with Corporate Debtor and thereafter worked for clients of Corporate Debtor and thus creating losses for the Corporate Debtor Company. 9) Since Operational Creditor being personally known to Mrs. Ruhi, she did not take any actions against her or claimed damages and allowed her to leave a good note but when out of nowhere she started demanding money, shares in the Company and served legal notice on the Corporate Debtor, the Company immediately raised dispute and clarified its stand through reply dated 24th March, 2017 which the Operational Creditor herein failed to produce with an intention to succeed in its action to abuse the process of law for illegal gains. 10) They have relied upon the following judgments in support of their case: 1. Macquarie Bank Limited v. Shilpi Cable Technologies Ltd. decided on 15.12.2017, reported MANU/SC/1609/2017, (2018) 2 SCC 674. 2. Mobilox Innovations Private Limited v. Kirusa Software Private Ltd. MANU/SC/1196/2017, (2018) 1 SCC 353 and relied upon para 40 of the judgment, which is extracted below: 40. It is clear, therefore, that once the Operational C....
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....nce with law and debt and default is not seriously in dispute, the Learned Counsel urged the Tribunal to admit the case by initiating CIRP with consequential orders. 6. Shri Abheek Saha, learned Counsel for Respondent, while reiterating various averments made in the Company Petition, has further submitted that the Respondent has raised substantial dispute even before issuing Demand Notice dated 25th September, 2017 under the Code. The Petitioner has issued a Legal Notice dated 9th February, 2017 to the Respondent, by inter alia demanding specific performance and settlement for an amount of Rs. 7,95,403/- (Rupees Seven Lakh Ninety Five Thousand Four Hundred and Three Only) and also to execute a share purchase agreement transferring 25% of the equity shares of the Company. In pursuant to that, the Respondent has given a reply 24th March, 2017, by inter alia stating that the Petitioner has joined the Company's services in September 2014 as a part time employee for remuneration of Rs. 25,000/- , along with to launch and lead its influencer marketing wing. The Arrangement was purely on the basis of the relationship between the Petitioner and Ms. Ruhi and no contract was entered into ....