TaxTMI 
TaxTMI 
2021 (2) TMI 443
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....er: - (i) The Appellant is the Ex Director of the Web Date Systems Pvt. Ltd. (hereinafter referred as the 'Corporate Debtor') is a Private Limited Company incorporated under Companies Act, 1956 on 15-5-2012 vide CIN U72300BR2012PTC018668. (ii) The Appellant is an Ex Director of the Corporate Debtor. (iii) The Appellant -'Corporate Debtor' has taken on lease the basement and the ground floor of the Premises situated at Plot No. 8 and 9, Electronic City, Sector 18, Gurgaon - 122 015, Haryana (hereinafter referred to as the said Premises) vide a Lease Deed dated June 15, 2015 executed between the 'Corporate Debtor' and the alleged Operational Creditor. The said Premises was let out as per the following schedule: Phase I - Ground Floor Area admeasuring 9000 sq. ft. from July, 2015 at the rate of monthly rent of Rs. 3,15,000/- plus Service Tax. An amount of Rs. 6,30,000/- towards security deposit was paid vide Cheque No. 002393 dated June 10, 2015 drawn on HDFC Bank by the Corporate Debtor to the alleged Operational Creditor in respect of the said Ground Floor of the Premises. Phase II - Basement Floor Area....
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....e Corporate Debtor and the same was also not set off against the amount alleged to be due or payable by the Corporate Debtor to the alleged Operational Creditor. 3. The Respondent No. 1 - Operational Creditor sent Demand Notice under section 8 of the IBC on 27th September, 2018 to the Appellant - Corporate Debtor, demanding the payment in respect of the unpaid operational Debt due from M/s Web Date Systems Private Limited under the Insolvency and Bankruptcy Code, 2016. 4. The Appellant - Corporate Debtor sent reply to aforesaid Demand Notice on 8-10-2018 at page 59 of the Appeal Paper Book is as under:- "(i) It is stated that "WDS" has taken on lease the Basement and Ground Floor of the premises situated at Plot No. 8 & 9, Electronic City, Sector-18, Gurgaon-122015, Haryana, India vide Lease Deed dated 15-6-2015 executed between our company and your company. That a security deposit that the leased out floor were leased out as per schedule as per follow: Phase-I- Ground Floor Area measuring 9000 sq. ft. from July 2015 @ monthly rent of Rs. 3,15,000/- plus service tax. An amount of Rs. 6,30, 000/- (vide cheque no. 002393 dated 10-06-2015 drawn on HDFC Ba....
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....ayable by our company." 5. Thereafter, the Respondent No. 1 - Operational Creditor filed Application under section 9 of the IBC before the NCLT, Kolkata Bench, Kolkata, wherein it is mentioned in Part-IV for Particulars of Operational Debt is Rs. 5,473,536/- which is due on 19-2-2018. The Appellant (herein) appeared and contest the matter and denied the claim. 6. The learned counsel for the Appellant during the course of argument and also in the Rejoinder to the reply relied on the Judgment of this Tribunal dated 17th January, 2020 passed in Company Appeal (AT) (Insolvency) No. 331 of 2019 (Mr. M. Ravindranath Reddy V/s Mr. G. Kishan & Ors.) wherein this Tribunal have formulated two questions for consideration and given reply is as under:- "The following question arises for our consideration: 1. Whether a landlord by providing lease, will be treated as providing services to the corporate debtor, and hence, an operational creditor within the meaning of Section 5(20) read with Section 5(21) of the 'Insolvency and Bankruptcy Code, 2016? 2. Whether the petition filed u/s 9 of the Insolvency and Bankruptcy Code 2016 is not maintainable on account of ....
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.... the law is still evolving, there are certain categories of dues, about which, the debate as to their classification into financial or operational debt continues. One such debt claims on account of unpaid rent payable by an entity to a landlord are in question in the present case. The Appellant also placed reliance on the provisions of the Central Goods and Services Tax Act, 2017. Schedule- II of the Act list down the activities that are to be treated as supply of goods or services, and paragraph 2 of the schedule stipulates as follows: "(a) any lease, tenancy, easement, licence to occupy land is a supply of services; (b) any lease or letting out of the building including a commercial, industrial or residential complex for business or commerce, either wholly or partly, is a supply of services." This Tribunal, in the case of Jindal Steel & Power Ltd. v. DCM International Ltd. Company Appeal (AT)(Insolvency) No. 288/2017 , held as follows: "Admittedly, the Appellant is a tenant of Respondent- . Even if it is accepted that a Memorandum of Understanding has been entered between the parties in regard to the premises in question, the Appellant....
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....to debt. However, without going into the aspect whether an immovable property in itself constitutes stock- in- trade of the corporate debtor and has a direct nexus to its input- output, being an integral part of its operations, the Bench held that lease of immovable property cannot be considered as a supply of goods or rendering of services, and thus, cannot fall within the definition of operational debt. In this regard, reliance was also placed on Col. Vinod Awasthy v. AMR Infrastructure Ltd. Further, relying on Jindal Steel (supra) and Citicare (supra), NCLT Hyderabad also, in the case of CP/IB/61/9/HDB/2019 Manjeera Retail Holdings (P.) Ltd. v. Blue Tree Hospitality (P.) Ltd., held that the petitioner claiming default in payment of rent of the premises leased out cannot be treated as an operational creditor, and the amount involved cannot be treated as an operational debt. Section 5(20) of the Code, defines an "operational creditor" to mean "a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred." In turn, Section 5(21) defines an "operational debt" to mean "a claim in re....
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....owes monthly rent on a three-year lease". Hence, the BLRC recommends the treatment of lessors/landlords as operational creditors. However, the Legislature has not completely adopted the BLRC Report, and only the claim in respect of goods and services are kept in the definition of operational creditor and operational debt u/s 5(20) and 5(21) of the Code. The definition does not give scope to the to interpret rent dues as operational debt. The Code provides that for an amount to be classified as an Operational Debt under I&B Code, 2016 the alleged claim should fall in the definition of: - 3(6) "Claim" means - (a) a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, secured or unsecured; (b) right to remedy for breach of contract under any law for the time being in force, if such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, secured or unsecured; 3(11) "debt" means a liability or obligation in respect of a claim which is due from any person and includes a financial debt and operational d....
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.... 2016, it is provided: Firstly, the amount falls within the definition of "claim" as defined under section 3(6) of the Code; Secondly, such a claim should fall within the confines of the definition of a 'debt' as defined under section 3(11), meaning it should be by way of a liability or obligation due from any person; Thirdly, such a "debt" should fall strictly within the scope of an "Operational Debt" as defined under section 5(21) of the Code, i.e. the claim should arise in respect of- (i) provision of goods or services including employment or (ii) A debt in respect of the repayment of dues arising under any law for the time being in force and payable either to the Central Government, any State Government or any local authority. The word "in relation to Government" or local authority and the dues owed to it, has been given a wide platform. It is important to see whether persons other than the Government or local authority can claim the benefit, that any debt owed should be construed as an 'operational debt' other than those classified as 'financial debt'. Thus, only if the claim by way of debt ....
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....f six years and when your clients have accepted the rental payments being made every month without demur or protest. My client further states that when its Director assured about payment of enhanced rents by 10% beginning from July 2018, your clients agreed for the same and continued to receive rents as originally agreed, i.e. Rs. 84,116/- (Rupees eighty-four thousand one hundred and sixteen only) per month. Under the circumstances, my client states that the present notice issued under the Insolvency and Bankruptcy Code, 2016 and the Rules framed thereunder is quite misconceived besides being against the letter and spirit of the understanding reached between your clients and my client." On perusal of the above reply of the 'Corporate Debtor,' it is clear that before issuance of Demand Notice dated 8th January 2018 the Appellant had issued legal notice dated 15th June 2017 under section 106 of the Transfer of Property Act, 1882, calling upon to vacate the premises within six months ending with 31st December 2017. It is also stated in the reply that the Director of the Company Shri M Nihal Reddy has questioned on demand for enhancing rent, based on an understanding, ....
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...."11. (a) Maintenance of common equipment: All common equipment installed like DG sets, HT transformer, main electrical panel, UPSes, water pumps etc. for all the four floors of the building would be maintained by the Lessor. The cost for the same shall be equally shared (50%) by both Lessor and Lessee for entire Lease period. The Lessor will provide copy of all such bills/invoice to the Lessee. Day to day maintenance of the demised premises and the fixtures and fittings installed therein and the normal maintenance, usual repairs, including painting and distempering and polishing of the interior of demised premises will be carried by the Lessee throughout the lease period at it's own cost." 11. Similarly under clause 11(b) (at page 40 of the Reply) of the Lease Deed, it was the responsibility of the Respondent No. 1 to provide and install a UPS for uninterrupted power supply. 12. Learned counsel for the Respondent No. 1 further referred to page 45 and 46 of the Reply which shows that the Respondent No. 1 also supplied essential technical equipment to the Appellant for its IT business. 13. Further, Respondent No. 1 submitted that at page 45 of the Reply as per Agreement ....
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....le Appellate Tribunal in the case of Mr. M. Ravindranath Reddy (supra), does not apply to the facts of the present case because relationship between the parties was not a mere relationship of landlord-tenant. Finding 19. We have perused the records of the case, argument advanced on behalf of the parties and gone through the written submissions on behalf of Respondent No. 1. Taking the aforesaid facts and circumstances, we are of the considered view that the Ld. Adjudicating Authority has rightly distinguished the facts of the case from Judgment (supra) of this Appellate Tribunal. ♦ In as much as this is not a simple case where the rent is due which is part of the rent. ♦ The Respondent No. 1 has provided different type of services to the Appellant which has been referred hereinabove. ♦ There are dues of electricity, diesel, sewer and water charges which are undisputed by the Corporate Debtor which is more than Rs. 1 Lac. ♦ We are of the considered view that the Ld. Adjudicating Authority has rightly admitted the Application filed under section 9 of IBC. ORDER 20. Having regard to the foregoing discussion, we fi....
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....ctivities clearly fall in the definition of provisions of Services as defined in Section 5(21) of IBC, 2016 as the definition in 5(21) means a claim in respect of the provision of Services. Thus, at the cost of repetition, we hold that by no stretch of imagination it can be said that such facilities provided by the Operational Creditor are not services. Accordingly, we reject the contention of the Corporate Debtor that since main services cannot be categorised as operational debt, these will also not construe as operational debt. In this regard, we are further of the view that no such restriction/condition exists in provisions of Section 5(21) of IBC, 2016, hence, for this reason also, we see no merit in this contention of the Corporate Debtor. As evident from the above discussion that the decision of Hon'ble NCLAT clearly distinguishable on facts, hence, ratio of same is not applicable." (verbatim copy) 5. Learned Adjudicating Authority further noted that notice under Section 8 had been duly served and acknowledged and the Application, otherwise complete and defect-free, was thereby admitted. 6. The Operational Creditor has filed the said petition stating that i....
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....ut of the building including a commercial, industrial or residential complex for business or commerce, either wholly or partly, is a supply of services." This Tribunal, in the case of Jindal Steel & Power Ltd. v. DCM International Ltd. Company Appeal (AT)(Insolvency) No 288/2017, held as follows: "Admittedly, the Appellant is a tenant of Respondent. Even if it is accepted that a Memorandum of Understanding has been entered between the parties in regard to the premises in question, the Appellant being a tenant, having not made any claim in respect of the provisions of the goods or services and the debt in respect of the repayment of dues does not arise under any law for the time being in force payable to the Central Government or State Government, we hold that the Appellant tenant do not come within the meaning of 'Operational Creditor' as defined under sub-section (20) read with sub-Section (21) of Section 5 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to 'I&B Code') for triggering Insolvency and Bankruptcy Process under section 9 of the 'I&B Code'" Relying on the judgment above of NCLAT, C.P. No. 567/IB/2018 C....
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.... that the petitioner claiming default in payment of rent of the premises leased out cannot be treated as an operational creditor, and the amount involved cannot be treated as an operational debt. Section 5(20) of the Code, defines an "operational creditor" to mean "a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred." In turn, Section 5(21) defines an "operational debt" to mean "a claim in respect of the provision of goods or services including employment or a debt in respect of the payment of dues arising under any law for the time being in force and payable to the Central Government, any State Government or any local authority." Therefore, an operational debt is essentially a claim in respect of the following: (a) provision of goods; (b) provision of services, including employment; or (c) a debt arising under any statute and payable to Government/local authority. If the claim by way of debt does not fall under any of the three categories as mentioned above, the claim cannot be categorised as an operational debt, even though there may be a liab....
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....nt, fixed, disputed, undisputed, legal, equitable, secured or unsecured; (b) right to remedy for breach of contract under any law for the time being in force, if such breach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, secured or unsecured; 3(11) "debt" means a liability or obligation in respect of a claim which is due from any person and includes a financial debt and operational debt; 3(12) "default" means non-payment of debt when whole or any part or installment of the amount of debt has become due and payable and is not [paid] by the Debtor or the corporate Debtor, as the case may be; 5(20) "operational creditor" means a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred; 5(21) "operational debt" means a claim in respect of the provision of goods or services including employment or a debt in respect of the [payment] of dues arising under any law for the time being in force and payable to the Central Government, any State Government or any local authority; The Legislat....
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....ny State Government or any local authority. The word "in relation to Government" or local authority and the dues owed to it, has been given a wide platform. It is important to see whether persons other than the Government or local authority can claim the benefit, that any debt owed should be construed as an 'operational debt' other than those classified as 'financial debt'. Thus, only if the claim by way of debt falls within one of the three categories as listed above, can be categorised as an operational debt. In case if the amount claimed does not fall under any of the categories mentioned as above, the claim cannot be categorised as an operational debt, and even though there might be a liability or obligation due from one person, namely Corporate Debtor to another, namely Creditor other than the Government or local authority, such a creditor cannot categorise itself as an "Operational Creditor" as defined under section 5(21) of the I&B Code, 2016. Therefore, we are of the considered opinion that lease of immovable property cannot be considered as a supply of goods or rendering of any services and thus, cannot fall within the definition or 'O....
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....ng the outstanding amount of alleged lease rent. The Operational Creditor has stated that as per lease deed, only possession was allowed to be taken in two phases, whereas there was no such condition for the vacation of the part of the leased premises. The Operational Creditor has questioned the validity of the action of the Appellant/lessee to terminate the lease deed for part of the leased premises, i.e. of Ground Floor only and has also claimed the rent of ground floor premises as operational dues. 14. The applicant has further stated that the lease deed was not properly terminated, as part termination was in breach of the Lease Agreement. The security deposit given by the Corporate Debtor for phase II was forfeited to realise the rent on the basis of the deemed continuation of lease deed. It is also contended that the Corporate Debtor vacated the ground floor without any intimation to the Operational Creditor, and moved out their computers and other official equipments overnight. Thereafter, on inspection of the premises, damages to the property were noticed for which the Operational Creditor is claiming damage charges from the Corporate Debtor for the damage caused to artic....
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....f Rs. 40,27,179/-. 5. It is pertinent to mention here that the intent of single agreement was contrary to the interpretation made by "AITHENT" in the said mail dated 06th April 2018. Since then a dispute has arisen between "AITHENT" and "WDS". That "AITHENT" has not set off the security deposit paid by "WDS" in respect of Basement. 9. That after wards there were various communication exchanged between "WDS" and "AITHENT" and various meetings also took place to settle the dispute however it was not resolved till date. It is pertinent to mention here that a last meeting was held on 12th September 2018 to settle down the dispute and a mail dated 13th September 2018 was also sent by Mr. Sukhbir Singh wherein the minutes of meeting was shared with officials of our company" 20. Thus, it is clear that in reply to the demand notice, the Corporate Debtor had contended that there was a pre-existing dispute between the parties. The Corporate Debtor emphasised our attention towards mail dated 13th September 2018. Copy of the email dated 13th September 2018 is as under: 21. On perusal of the above email, it is clear that dispute between "AITHENT" and "WDS" existed till t....
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....f the operational Creditor the "existence" of a dispute or the fact that a suit or arbitration proceeding relating to a dispute is pending between the parties. Therefore, all that the adjudicating authority is to see at this stage is whether there is a plausible contention which requires further investigation and that the "dispute" is not a patently feeble legal argument or an assertion of fact unsupported by evidence. It is important to separate the grain from the chaff and to reject a spurious defence which is mere bluster. However, in doing so, the Court does not need to be satisfied that the defence is likely to succeed. The Court does not at this stage examine the merits of the dispute except to the extent indicated above. So long as a dispute truly exists in fact and is not spurious, hypothetical or illusory, the adjudicating authority has to reject the Application. 56. Going by the aforesaid test of "existence of a dispute", it is clear that without going into the merits of the dispute, the Appellant has raised a plausible contention requiring further investigation which is not a patently feeble legal argument or an assertion of facts unsupported by evidence. The de....
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....e Application would have to be rejected. Apart from the above, the adjudicating Authority must follow the mandate of Section 9, as outlined above, and in particular the mandate of Section 9(5) of the Act, and admit or reject the Application, as the case may be, depending upon the factors mentioned in Section 9(5) of the Act." (emphasis in bold supplied) 29. It is further pertinent to mention that the Hon'ble Supreme Court has propounded the guidelines to be followed in deciding Application under Section 9 of the Code. However, I fail to find any discussion about the existence of a pre-existing dispute in the order passed by the Adjudicating Authority. The judgment of the Adjudicating Authority has been passed solely on the basis that the NCLAT judgment passed in M. Ravindranath Reddy case is distinguishable on facts. Hence, the ratio of the same is not applicable in the instant case. The relevant part of the order of the Adjudicating Authority is given below for ready reference: "3. The Ld. Counsel on behalf of the Operational Creditor appeared and submitted that default continued from 19th February 2018. The Corporate Debtor also accepted its debt....
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....bt. In this regard, we are further of the view that no such restriction/condition exists in provisions of Section 5(21) of IBC, 2016, hence, for this reason also, we see no merit in this contention of the Corporate Debtor. As evident from the above discussion that the decision of Hon'ble NCLAT clearly distinguishable on facts, hence, ratio of same is not applicable. 6. Notice u/s 8 of IBC, 2016 has duly been served and acknowledged. The Application is otherwise complete and defect-free. The name of the IRP is not proposed as it is not mandatory for an application filed under section 9 of IBC, 2016, hence, we shall appoint IRP from the panel of IRPs approved by IBBI." (verbatim copy) 30. In this case, the Adjudicating Authority has nowhere discussed the pleadings of the Corporate Debtor regarding the pre-existing dispute even though in reply to the demand notice, the Corporate Debtor had specifically pleaded that CIRP cannot be invoked in case of pre-existing dispute between the parties. 31. Based on the law laid down by Hon'ble Supreme Court in Moblilox Innovations (P.) Ltd. (supra) case, it was mandatory for the Adjudicating Authority to give a find....
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....that the alleged dues are relating to the outstanding Lease Rent. In contrast, there is sufficient evidence to show that pre-existing dispute existed regarding vacation of part of the leasehold premises, i.e. Basement Floor only, despite there being a Joint lease Agreement for Ground Floor and Basement. Such questions cannot be decided in summary jurisdiction exercised by the Adjudicating Authority under the Code u/s 9 of the Code. 36. It is also clear that the petition filed u/s 9 of the I&B Code, 2016, for the realisation of the outstanding dues on account of Lease rent is not maintainable on account of the pre-existing dispute. Thus, the Appeal deserves to be Allowed and Impugned Order of Admission of petition under section 9 of the Code deserves to be set aside. 37. In view of the aforesaid findings, I have no other option but to set aside the impugned order dated 13th March 2020. The Application preferred by 1st Respondent under section 9 of the 'I&B Code' is dismissed. The appellant 'Corporate Debtor' (company) is released from all the rigours of 'Moratorium' and is allowed to function through its Board of Directors with immediate effect. The ....
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....ises in phases and termination of lease deed in parts The corporate-debtor vide mail dated 23-03-2018, shown their willingness to AITHENT For vacate only the basement floor which was taken on lease as per phase 2 for which the operational creditor stated that there was no dause in the lease deed for part vacation of the property and hence the corporate debtor cannot surrender the Sayen After 24 month dispute stalled Cum 6 PARTICULARS OF OPERATIONAL DEBT basement floor and execute a fresh lease deed for the ground floor only. Since the lease was not properly terminated (as part termination was never allowed) the security deposit given by the corporate debtor for phase 2 was not set-off, and the lease is deemed to continue. Further, with no proper response from the corporate debtor, the operational creditor terminated the lease deed vide letter 07-05-2018, enclosed as Exhibit B. In the meanwhile, the debtor had corporate clandestinely vacated the Ground floor on a Sunday without the knowledge of the operational creditor and moved out th....
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.... For AUTHENT Default occurred from 19-02-2018 onwards how Sayen Kuma 86 85 84 83 82 22 Document 2 6. 14 93 FORM 3 [Set cause(s) of sub-rule (1) of Rule 5)) FORM OF DEMAND NOTICE/INVOICE DEMANDING PAYMENT UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 Under rule 5 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016] Date: 27/09/2018 To, WEB DATE SYSTEMS PRIVATE LIMITED Registered office: 24 Floor, Shalimar Cold storage, Gate No. 1, Anisabad, Patna, 800002 From AITHENT TECHNOLOGIES PRIVATE LIMITED Registered office: A-16/9 Vasant Vihar, New Delhi 110057 Subject: Notice demanding the payment in respect of the unpaid operational Debt due from M/s. Web Date Systems Private Limited under the Insolvency and Bankruptcy Code, 2016. Dear Sir, 2 2 This letter is a demand notice/levelce demanding payment of an unpaid operational debt due from M/a Web Date Systems Private Limited. Please find particulars of the unpaid operational debt below: PARTICULARS OF OPERATIONAL DEBT 1. TOTAL AMOUNT OF DEST For AUTHENT any Talke R5473,536/-Rupus ....
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....ate Systems Private Limited THE AMOUNT IN DEFAULT (Corporate Debtor) for leasing out of Basement and Ground floors of building located in Plot 8 and 9 of Electronic City, Sector 18, For AITHENT Signa Gurgaon, Haryana, India developed by the operational creditor is attached herewith as Annexure A. Alhen Technologies Pvt. Ltd. jay Malike 17 Sayen Kumer. 96 2 copy of the Ledger Report of Althent Technologies Private Limited with respect to t transactions based on lease deed dated 15-06-2015 is attached herewith as Annexure B 3. Copy of the bank statement of bank account where deposits are made or credits received normally by the operational creditor in respect of the debt of the corporate debtor Annexure C. 4 Statement of pending Invoices from the Corporate Debtor la attached herewith as Annexure D. 5. A copy of the letter dated 13th August 2018 from Corporate Debtor to Operational Creditor admitting the operational debt and agreeing to pay the total amount of debt is attached herewith as Annexure E. 6. Extract of the minutes of meeting between the Operational ....
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....it C. Chaudhary) and WDS (Mukesh Sain and Pritish Rawat) held meeting at ATPL office (3 PM) pertaining to pending payment dispute, below is the summary of itsues discussed between us From ATPL Q How you are planning to close this payment issue? From WDS A1 We have few demands, if the same con heocal From ATPL Q2 What are those demands? From WDS A2 (a) Three months rental v A2 (b) Till 17/06/2018 A2 (c) Need account ledger (bill w From ATPL Q3 Till when you can clear the pending dues? From WDS A3 Once you give us go ahead, will check with i floor, till 15/04/2018 moly to pay rent. and can revert you back the same. From ATPL Q4 How we are planning to close the issue ralated to property damages? From WDS A4 Lets have the joint inspection of bath ficons? Sayer ICUM. 73 Prom ATPL AS Okay From ATPL Qs How we will close these damage is From was AS Today we can prepare the list and the same you can share with a From ATPL 06 Things are not in good conditions? From WDS three year usage. From ATPL 07 Okay will share list of dam From Was A7 Okay From ATPL QB Any other q....