2019 (11) TMI 1524

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....or committed default in making payment of unpaid operational debt to the tune of Rs. 2,25,69,910.94/- (Rupees Two Crore Twenty-Five Lakh Sixty-Nine Thousand Nine Hundred Ten and Ninety-Four paisa) as per the terms and conditions in the distribution agreement executed between Siemens Limited and the Corporate Debtor. 2. The relevant facts for deciding the issues, are the following:- a. As per the Resolution dated 06.05.2016, Siemens Ltd., transferred its healthcare business on 01.07.2016, to the Siemens Healthcare Private Limited/the Operational Creditor, and this fact was informed to the Corporate Debtor vide letter dated 03.06.2016 (Annexure P-3). b. The Operational Creditor is a leader in manufacture and supply of med....

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.... Rs. 12,63,816.12/-on 04.01.2016, and thereafter there was no payment from the Corporate Debtor and thus the Operational Creditor was constrained to issue a demand notice dated 01.08.2018 under Section 8 of the Code. The notice was not served but returned for the reason "premise was locked". i. The Operational Creditor then issued a demand notice on 10.09.2018 and delivered the notice by hands to the Corporate Debtor and proof of service of the demand notice is produced as Annexure-'P-7'. j. Despite demand the unpaid Operational debt has not been paid by the Corporate Debtor, and it did not care to send any reply. Hence the Operational Creditor filed this application under Section 9, praying for admitting the appli....

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....hcare Private Limited, contenting that as per an ordinary Resolution dated 06.05.2016 Siemens Limited transferred healthcare business to the operational creditor, by way of slump sale with effect from 01.07.2016 as a going concern. 7. According to the Ld. Counsel for the Operational Creditor the assets and liabilities arising out of the contracts entered into between the Siemens Limited and the Operational Creditor being transferred to Siemens Healthcare Private Limited/Operational Creditor, filing of this application by Siemens Healthcare Private Limited as against the corporate debtor is maintainable. 8. Though the Corporate Debtor did not turn up for defending the case, we are not satisfied as to the competency of the applicant to ....

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....om the Corporate Debtor. Though Section 180(1) of the Companies Act, 2013 empowers a private company to transfer its one unit by way of slump sale, nothing produced to prove the said transfer. So also, no copy of business transfer agreement also seen produced on the side of the applicant. The invoices produced in the case in hand also proves that those invoices were issued not by the operational creditor, but by the Siemens Limited to the Corporate Debtor. Therefore, there is no binding contract seen existing in between the Operational Creditor and the corporate debtor. Having failed to prove that Siemens Ltd., transferred the debt due to it from the corporate debtor in favour of the operational creditor we are unable to hold that the appli....