TaxTMI 
TaxTMI 
TaxTMI 
2022 (12) TMI 611
X X X X Extracts X X X X
X X X X Extracts X X X X
....porate Debtor YS Marchandise International Pvt. Ltd. (the Appellant is its ex-director), was engaged in the business of selling goods as an aggregator between brands and e-commerce/online market places and teleshopping channels. He has stated that the corporate debtor was required to keep a large inventory of goods for supply once orders were received on the e-marketplace or teleshopping channels, but due to market conditions certain primary customers/teleshopping channels terminated their business relationship with the corporate debtor, leaving it with a large inventory of goods which had to be dispose of. He has further stated that a new company, Y2Y Fashions Private Limited, was started by ex-directors of the corporate debtor, which started its own teleshopping platform and the corporate debtor YS Marchandise International Pvt. Ltd started doing teleshopping, digital and offline marketing of goods through this new company. 3. The Appellant has further stated that in order to carry on its business, Y2Y Fashions Private Limited entered into a T-Commerce Vendor Agreement on 17.3.2018 with the corporate debtor, whereby the corporate debtor started to supply goods and also provide s....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ions which were carried out in the normal course of business. She has argued that the 'sealing' of the corporate debtor's warehouse after the order of Hon'ble Supreme Court order in the beginning of the year 2018 and cancellation of agreement with some teleshopping channels, the corporate debtor had no option but to take the stock stored in the old warehouse which was worth almost Rs. 4 crores. She has further submitted that the corporate debtor, therefore, shifted the said stock in a DTDC warehouse in Gurgaon and since the said assets were about two to three years old, much of which was custom-made to meet the corporate debtor's requirements, the only other way by which the stock could have been disposed of was to sell most of it at scrap value which would have caused huge loss to the corporate debtor. 7. The Learned Counsel for Appellant has further submitted that in view of the constraints the corporate debtor entered into T-Commerce Vendor agreement with Y2Y Fashions Private Ltd. on 17.3.2018, whereby the corporate debtor undertook to bear the expenses for an initial period of five years or in case of losses to Y2Y Fashions Private Limited, the whole of the fixed expenses in r....
X X X X Extracts X X X X
X X X X Extracts X X X X
....uditor to identify any preferential, undervalued, extortionate, fraudulent transaction and/or any transaction done with the intention to defraud creditors, and both the Auditors in terms of their mandate carried out detailed examination and analysis of transactions and furnished their reports. He has argued that the findings in the transaction in the Forensic Audit Report are based on the books of accounts of the corporate debtor, audited financial statements, bank statements, loan agreements, sales and purchase registers, stock and fixed assets registers and tax returns and, therefore, reflect the actual and correct basis of the transactions in question. 10. The Learned Counsel for Respondent has further explained that the corporate debtor had sold goods amounting to Rs.53.38 lakhs to Y2Y Fashions whereas only a cost of Rs. 20.65 lakhs was incurred on behalf of Y2Y Fashions. Besides this, a net payment of Rs. 3.54 lakhs was paid to Y2Y Fashions and a sum of Rs. 3.26 was adjusted against the balance other party, and thus, a total amount receivable was Rs.80.83 lakhs from Y2Y Fashions. He has further argued that there was no recovery of the amount of Rs.80.83 lakhs from Y2Y Fashion....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... logistics services, payment services and all the other related services to ensure customer satisfaction on behalf of the Vendor. For this arrangement, the Vender shall pay service charges as specifically mentioned and decided in Cost Sheet Mutually agreed and Signed by Both Parties to the agreement Xxx xxxx xxxx xxxx 3. Consideration and Payment Terms 3.1 The Company shall collect the Payment on behalf of the Vender in respect of the Orders received through "OneIndiaTV" Infrastructure. To consideration of the services rendered under these presents, the Company, shall charge the Services charges to the Vendor in respect of delivered order (s) at the rates specified and mutually decided by the Company and the vendor for such product Combos Separately which will be signed by both the parties to the Agreement as a Cost Sheet. The said Cost Sheet can be amended to modify at any rate for Service Charge in respect of any product Combo. Any amendment to such Cost Sheet will be express and written such amended Cost Sheet is to be treated as part and parcel of the agreement." 13. We further note the submission of the Appellant that in view of the "sealing" of the corporate debtor's....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ollows:- "19. In terms of the provision, now we consider the submissions of the Parties, and it is seen from the averments made in the application and reply, that the Respondent No. 3 is a related party with the Corporate Debtor. The Directors of the corporate debtor and Respondent No. 3 are the common persons and the commission has been increased and the assets of the company has also been disposed of causing loss of Rs. 13.92 lakhs just before the filing of an application u/s 10 of the IBC and initiation of the CIRP, causing diversion of huge amount." 16. The Transaction Audit Report observes and infers the following regarding the amount receivable of Rs.80.83 lakhs:- * "The Corporate Debtor has sold goods amounting to Rs. 53.38 lakhs to Y2Y Fashions and Rs.20.65 Lakhs were incurred on behalf of Y2Y fashions. Besides this, a net payment of Rs. 3.54 lakhs was paid to Y2Y and a sum of Rs.3.26 lakhs was adjusted against the balance of other party. Thus, total amount r4eceivable was Rs.80.83 lakhs from Y2Y. xx xx xx * We sought the evidences/explanation in support of the above transactions but no satisfactory information/explanation was provided to us regarding sale of goods....