TaxTMI 
TaxTMI 
2019 (8) TMI 1601
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....ny Petition, which are relevant to the issue in question, are as follows: a) M/s. One Bill Software India Private limited (hereinafter referred to as 'Respondent'/'Corporate Debtor') is a Private Limited Company incorporated under the Companies Act, 1956 on 17.09.2009 registered vide CIN: U72200KA2009PTC050973 and having its Registered Office at No.10, Grey Rock Building, 4th Floor, 24th Main Road, 1st Phase, JP Nagar, Bangalore - 560 078. The Authorised Share Capital of the Company is Rs. 1,00,000/-(Rupees One lakh Only)). The name of the Corporate Debtor was M/s. Tarshan Software Services Private Limited which was changed to the present name being M/s. One Bill Software India Private limited. b) It is stated that M/s. Tarshan software Services Private Limited was a company incorporated by Operational Debtor on 17.09.2009 as per the request of Mr. Jayakumar Chelladurai and the Operation Creditor was appointed as Managing Director. Major shares were held by Jayakumar Chelladurai and his wife Mrs. Barathi Balakrishnan. c) It is stated that Tarshan Software had two divisions namely product division and consultancy division. On 30.01.2012, al....
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....he company make sufficient profit. i) It is submitted that the Operational Creditor wrote to buyer Enabil Solutions on 09.02.2016 and got a confirmation mail that they are not entitled to pay any more dues to the Corporate Debtor. The Operational Creditor exchanged many e-mails with Corporate Debtor wherein he was assured the payment but did not receive the same till 18.01.2018. In spite of communicating the same by many e-mails, Operational Creditor did not receive the assured sum but on 05.04.2018, he received a reply from Mr. Jayakumar Chelladurai that he would pay lesser amount than actual due. j) It is stated that the Operational Creditor has not received any payments with regard to cash reward points till date and a demand notice dated 15.11.2018 was sent to the Corporate Debtor claiming dues amounting to Rs. 33,79, 425/- (Rupees Thirty Three Lakhs Seventy Nine Thousand Four Hundred and Twenty-five). The Respondent had sent a reply dated 24.11.2018 to the above demand notice dated 15.11.2018 of the Petitioner. 3. The Respondent has also filed statement of objection dated 01.07.2019, by inter alia contending as follows: a) The Respondent states th....
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....r and was given substantial power to manage the affairs of the Company. The Petitioner held the position as a Managing Director from 2009 to 2015 i.e., till the time he left the company. e) It is stated that during the tenure as a Managing Director, the Board, on 30.01.2012 decided to issue ESOPs to all the employees who were working with the company at that point in time. As a result of above issue the Managing Director too was entitled to the ESOP of 30,000 shares. In the year 2014 Consulting business of the company was sold to Canadian Company by name Enabil. The transaction was an asset sale, it was structured in following manner: (a) Total purchase price of the asset sale (Tarshan) was $5,800,000 (b) There were 3 parts to this purchase price (i) Payout at the time of closing ($1,750,000) (ii) Hold-back amount in Escrow ($1,250,000) (iii) Earn - out ($2,800,000) (c) The Hold-back amount ($1,250,000) was held in Escrow subject to collecting all the pending receivables and committed revenue through January 2015. Out of this $1,250,000, $250,000 was held back in Escrow due to receivables from Kasapa Telecom (aka Espres....
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....On account of poor performance the Company did not achieve the targets and consequently did not get any Earn-out amount from Enabil. For getting the Earn-out amount the company was required to achieve the following: Revenue for the Earn-out period meets or exceeds US$ 12,100,000/- Revenue for the Earn-out period meets or exceeds US$ 9,500,000/- Revenue for the Earn-out period is less than UD$ 9,500,000/-in which case no Earn-out payment is due to the company j) It is stated that during the Earn-out period the Respondents could only generate revenue of US$6,767,017.59 and was not eligible for the Earn-out payment from Enabil. The Petitioner failed to collect the payment due from Expresso and other customers. This resulted in severe loss to the company. After driving the company into losses the Petitioner left the company and miserably failed in taking responsibility for the aforesaid loss. k) The Respondent submits that the Petitioner claim that he had been given assurance by Mr. Jayakumar Chelladurai that he would be paid the 4 instalments of the cash reward; the first and the second paid along with full and final settlement and the thir....