TaxTMI 
TaxTMI 
2026 (3) TMI 474
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....ational Company Law Tribunal, New Delhi Bench ("Adjudicating Authority") in an application filed by the Appellant under Section 9 of the Code (bearing number CP (IB) No. 882/ND/2022) ("Section 9 Application") seeking for Initiation of Corporate Insolvency Resolution Process ("CIRP") against (Respondent -Corporate Debtor: Altruist Customer Management India Private Limited) Altruist Customer Management India Private Limited, ("Corporate Debtor"). 2. A petition CP (IB) No. 882/ND/2022) was filed by Reliance Reality Ltd. (Operational Creditor) to initiate Corporate Insolvency Resolution Process (CIRP) against Altruist Customer Management India Pvt. Ltd. (Corporate Debtor), under Section 9 of the Insolvency and Bankruptcy Code for a total outstanding amount of Rs. 24,34,59,787 before National Company Law Tribunal, New Delhi Bench. The Appellant had filed the Section 9 Petition on account of operational debt i.e., rental dues during the period between May 2019 to September 2022 (before filing of the Section 9 Petition) owed by the Corporate Debtor to the Appellant ("Default Period") for possession and occupation of Building No. A-8 situated in Sector 1, Plot No. MBP-2 at TTC Industria....
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....proceedings against the Corporate Debtor. The Impugned Order too records under "Analysis and Findings" that per the terms of MOS, MOU and LOU, the Corporate Debtor was liable towards 20% of the License Fee. Evidently, the Adjudicating Authority has failed to examine the consequences of its own observations made in the Impugned Order as well as the admissions made by the Corporate Debtor in its reply to the Section 9 Application, which categorically highlights that there is no dispute with respect to 20% of the amount being payable by the Corporate Debtor to the Appellant towards the License Fees under the License Agreement. Corporate Debtor has only made part payment towards License Fee and since April 2021, the Corporate Debtor has stopped making payment towards the License Fee. Thus, even if only the assumed 20% obligation of the Corporate Debtor to pay make payment towards License Fees is considered, the same crosses the minimum requirement of INR 1 crore under the Code. It is submitted that not only did the. Adjudicating Authority failed to recognise the admitted operational debt, but it did also not even consider that the License Agreement stood terminated and additional delay....
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....derstanding and agreements with respect thereto and shall also inter alia govern the enforcement of the said License Agreement. 9. The jurisprudence has been settled by the judgments of the Hon'ble Supreme Court in Joshi Technologies International INC. v Union of India & Ors. (2015) 7 SCC 728 where the Hon'ble Court had held that the intention behind the entire agreement clauses is to not look into any other document or correspondence which took placed between the parties before signing of the agreement (para 41, 42 and 47 of the judgment.) The Hon'ble Delhi High Court in Thyssen Krupp Materials AG v Mr. Karan Luthra 2017 SCC Online Del 7997 also held that the object of insertion of entire agreement clause in an agreement is to prevent either parties from raising any claims that are not encompassed in the executed agreement or which form part of the pre-negotiations. (Ref para 71-72 of the judgment). 10. Further, it is trite law that the parties are bound by the terms of the contract and the court cannot transplant any equity to the same by re-writing the terms of the contract (Ref: Para 14; Kunnel Engineers & Contractors Pvt. Ltd., v New India Insurance Company L....
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..../submission which can contradict a clear creditor/debtor relationship between the Corporate Debtor and the Appellant and the fact that the Corporate Debtor was liable to pay the full amount due towards License Fees to the Appellant. 15. The NCLT has completely neglected the judgment of the Hon'ble Supreme Court in Mobilox Innovations Private Limited v. Kirusa Software Private Limited (2018) I SCC 353 ("Mobilox Judgment"), which expounds the true import and nature of the term 'dispute' and pre-existing dispute' as provided under the Code. The Supreme Court had held that existence of 'dispute' needs to be established prior to issuance of demand notice and such dispute ought not to be hypothetical or illusory. 16. Section 5(6) of the Code defines the term 'dispute' to refer to the pendency of proceedings initiated against the existence of amount of debt, quality of goods or service and breach of representation and warranty. In the absence of any such condition being fulfilled and no proceedings being initiated prior to the issuance of the Demand Notice, the NCLT ought not to have concluded the existence of a pre-existing dispute. 17. It is not ....
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....1 crore, as provided under Section 4 of the Code. However, the Adjudicating Authority failed to consider the said admitted debt, which satisfies the conditions laid down under Section 9 of the Code for admission of a petition filed therein and proceeded to reject the same on erroneous grounds, as detailed in the captioned Appeal and herein below. 19. The Adjudicating Authority has failed to consider that the debt admitted by the Corporate Debtor (in the Impugned Order itself) crosses the threshold of INR 1 crore, which is the only consideration mandated for admission of a petition filed under Section 9 of the Code. The Appellant and the Corporate Debtor had executed the License Agreement for the purpose of licensing of the Premises to the Corporate Debtor for consideration of INR 49,77,880/-, including GST and applicable tax at source, with the said rent to be escalated by 10% every three years ("License Fee"). Sometime in 2014, the Reliance Companies had engaged the services of the Corporate Debtor wherein on account of such services, there were some dues which were payable by the Reliance Companies to the Corporate Debtor. It is pertinent to highlight that the Appellant had no....
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...., as wrongly held by the Adjudicating Authority under the Impugned Order. It is the Corporate Debtor's case that the terms of the MoS and MoU. govern the rights of the parties in relation to rent payable towards the Premises. Thus, the Corporate Debtor was only liable to pay 20% of the License Fee to the Appellant. The Adjudicating Authority has also erroneously relied upon the LoU and held that the LoU provides that in case of conflict, the terms of the MoS shall prevail between the parties. Based on the said interpretation, the Adjudicating Authority came to an incorrect conclusion that it is not a clear case of rent being due from the Corporate Debtor to the Appellant. Without prejudice to the contentions raised by the Appellant that the Corporate Debtor is liable to pay the entire dues towards the License Fee, it is crucial to highlight that the Adjudicating Authority has in an absurd fashion completely turned a blind eye towards the consequences of its own records in the Impugned Order as well as categorical admissions of debt by the Corporate Debtor under its Reply to the Section 9 Petition with respect to its liability towards 20% of the License Fee. The Impugned Order s....
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.... period accounts for the duration when the Corporate Debtor did not make any payment towards rent payable to the Appellant. Sr. No. Period Base Rendal Amount (INR) 1. July 2020 4977880 2. August 2020 4977880 3. September 2020 4977880 4. April 2021 4977880 5. May 2021 4977880 6. June 2021 4977880 7. July 2021 4977880 8. August 2021 4977880 9. September 2021 5475668 Note: The rent was escalated as per Article II (c) of the License Agreement 10. October 2021 5475668 11. November 2021 5475668 12. December 2021 5475668 13. January 2022 5475668 14. February 2022 5475668 15. March 2022 5475668 16. April 2022 5475668 17. May 2022 5475668 Note: Without prejudice to the contentions of the Appellant on 150% of the license fee to be charged on account of termination of the License Agreement, for the purpose of the present calculation, only base rental amount is being considered. 18. June 2022 5475668 19. July 2022 5475668 20. August 2022 5475668 21. September 2022 5475668 Total ....
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....nal debt claimed under the Section 9 Petition. Firstly, Adjudicating Authority has failed to establish how the definition of dispute and conditions as stipulated under Section 5(6) of the Code stand fulfilled for the said interpretational issue to be deemed 10 as a pre-existing dispute. Crucially, the term "dispute" as contemplated under Section 5(6) of the Code refers to pendency of proceedings initiated against the existence of amount of debt, quality of goods or service and breach of representation and warranty. In the absence of any such condition being fulfilled and no proceedings being initiated prior to the issuance of the Demand Notice, the Adjudicating Authority ought not to. have concluded the existence of a pre-existing dispute. Secondly, one of such terms in the License Agreement contemplated the entire agreement clause which provided that the License Agreement would constitute the entire agreement between the parties with respect to the Premises and would supersede all oral and written understanding and agreement with respect thereto and shall also inter alia govern the enforcement of the said License Agreement. Adjudicating Authority failed to consider the above claus....
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....e Appellant. Thus, it cannot be contended by the Corporate Debtor that the terms of the previous agreement, which have no reference in the subsequent agreement, would govern the rights and obligations of the parties contemplated in such subsequence agreement. In any event, the reference to payment of settlement amount on account of termination before the lock-in period is erroneous. As detailed in the Appeal, the License Agreement has been terminated in accordance with the terms of the License Agreement and these terms have not bene disputed by the Corporate Debtor. Instead, it relies on the terms of a separate agreement to state that the Appellant could not have terminated the License Agreement. Further, the terms of the MoS cannot be imposed on the Appellant who is not even a signatory to the said agreement. Thus, it is clear that the Adjudicating Authority failed to acknowledge the basic principle of interpretation of commercial contracts that the interpretation of any clause of a contract must be first done on the basis of the bare reading of such contract. However, the Adjudicating Authority failed to interpret the unambiguous tenns of the License Agreement, and also brought t....
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....dated 29 March 2019. Thus, without perusing the implication of documents, the Adjudicating Authority imposed the liabilities from several distinct agreements viz., MoS, MoU and LoU unto the Appellant. 28. Thus, the Adjudicating Authority has completely erred in holding that this is not a clear case of rent being due from the Corporate Debtor to the Appellant. The Adjudicating Authority arrived at the erroneous conclusions based on an incorrect reliance on the documents which were executed before the License Agreement. Admittedly and as recorded in the Impugned Order, the Appellant is not a party to the MoS which is the reference document for the purported arrangement on License Fee payment whereby 80% of the License Fee was to be paid by Rcom to the Appellant on behalf of the Corporate Debtor and 20% of the amount was to be paid by the Corporate Debtor. Pertinently, the said bifurcation of the payment is not stipulated under the License Agreement. Thus, the liability to make payment of the whole amount of the License Fee is solely on the Corporate Debtor as far as the Appellant is concerned. Given that the Appellant is not a party to the MoS, the Adjudicating Authority imposing ....
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....at the License Agreement bifurcates the liability towards payment of rent with the ratio of 80:20 where the Corporate Debtor was only liable to pay 20% of the License Fee. In fact, the Corporate Debtor imported the terms of the distinct agreements (MoS, MoU and LoU) and merged the bifurcation towards payment of License Fee which is not stipulated in the License Agreement. Thus, it is clear that the Corporate Debtor has created a spurious, mere bluster and vexatious defence and have labelled the same as 'pre-existence' between the parties. 32. At this juncture, it is pertinent to highlight the judgment of this Appellate Tribunal in IDBI Capital Markets & Securities Ltd v JBF Petrochemicals Ltd., 2021 SCC Online NCLAT 4553, where the Hon'ble Tribunal had examined the contours of pre-existence of a dispute and had inter alia held as follows: "MEANING OF DISPUTE 46 It must be borne in mind that a 'Dispute' is not to be a just denial of the due payment. A 'Dispute' is to come within the definition of Section 5(6) of the I&B Code. The term 'includes' in the definition of 'Dispute' (as per Section 5(6) of the Code) is to be ....
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....nt's right in claiming the License Fee stems from the License Agreement and not MoS/MoU or LoU. Thus, placing reliance on these documents and not on the License Agreement when the Section 9 Petition has been based on the non-payment of License Fee, amounting to operational debt, is completely erroneous and against the ethos of the Code. The eviction suit filed by the Appellant does not qualify as a pre-existing dispute. Adjudicating Authority has erred in holding that the parties had a pre-existing dispute on account of eviction suit filed by the Appellant against the Corporate Debtor. Particularly, under the heading "Analysis and Findings", the Adjudicating Authority makes vague reference to the eviction proceedings initiated by the Appellant against the Corporate Debtor before the Civil Court in Thane, Mumbai, (Commercial Suit No. 9 of 2020, renumbered as Commercial Suit No. 2 of 2023) without providing specifically whether the said observation has had a role to play in the determination of a pre-existing dispute by the Adjudicating Authority in the present proceedings. Assuming that the said observation has had an impact towards the finding of the Adjudicating Authority on t....
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...., in view of the above submissions, the Appellant humbly submits and prays that the Appeal deserves to be admitted and the Impugned Order ought to be set aside. Submissions of the Respondent - Altruist Customer Management India Pvt. Ltd. earlier Vertex Customer Management India Private Ltd 37. Adjudicating Authority has rightly appreciated that the appeal filed in NCLT was not maintainable in terms to Section 9 of the IBC 2016 due to pre-existing dispute between the parties evident from the conclusion made in para no 4, 11, 9 and 6 of the judgment at page no. 92 to 97 of the order dated 05.09.2024. The appellant is trying to mislead the Court from the fact that how the existence of landlord and tenant come into picture. Memorandum of settlement at page 284 of the appeal shows that for settling the dues of Rs. 32,86,56,444/- the parental company Reliance Communication Limited agreed to let out the space to the Corporate Debtor by binding its subsidiary company i.e. Appellant whereby it was agreed that the Appellant will execute a Lease Deed for the property situated at BLDG No. A-8, Sector No.1, Plot No. MBP2, TTC, Mhape, Navi Mumbai for a period of 7 years 4 months to settle ....
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....guide the Appellate Tribunal and an attempt to get something out of nothing as the Adjudicating Authority while passing the said order has rightly appreciated that the same appeal filed in NCLT was not maintainable in terms to Section 9 of the IBC 2016 due to pre-existing dispute between the parties evident from the conclusion made in para no 4, 11, 9 and 6 of the judgment at page no. 92 to 97 of the order dated 05.09.2024. 40. Respondent contends that the appellant is trying to mislead the Court from the fact that how the existence of landlord and tenant come into picture. It is evident from the Memorandum of settlement at page no. 98 of APB it is admitted fact that for settling the dues of Rs. 32,86,56,444/- (Rs. Thirty Two Crores Eighty Six Lacs Fifty Six Thousand Four Hundred and Forty Four Only) the (Clause (a) of MOS) parental company Reliance Communication Limited agreed to let out the space to the Corporate Debtor by binding its subsidiary company i.e. Appellant whereby it was agreed that the Appellant will execute a Lease Deed for the property situated at BLDG No. A-8, Sector No.1, Plot No. MBP2, TTC, Mhape, Nevi Mumbai for a period of 7 years 4 months to settle the due....
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....gned by all parties. 45. Adjudicating Authority has rightly passed the order dated 05.09.2024 and there is no illegality or perversity and or non-application of judicious mind while rejecting the Section 9 application in terms to section 9(5)(2)(d) of the Appellants in terms to condition mentioned in MOA, MOU, Letter of Understanding executed between both parties on 20.08.2018.Order dated 05.09.2024 passed by Adjudicating Authority is absolutely legal and correct in terms to settled judgment of this AT passed in Company Appeal (AT) (Insolvency) No. 95 of 2025 titled "Tirupati Drilling & Mining Services Private Ltd vs Sadbhav Engineering Limited" on the ground that in case there is pre-existing dispute between the parties, Section 9 petition is not maintainable which the Adjudicating Authority rightly appreciated. Adjudicating Authority passed the order by verifying all the facts and terms of MOS, MOU and letter of understanding which are conjoint with each other. Further only after signing Memorandum of Settlement and Memorandum of Understanding and letter of understanding between Appellant and parental company with Corporate Debtor the later agreed to settle his dues of recover....
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....05.09.2024 which is under appeal as not maintainable. 48. Once a pre-existing dispute is there, which includes giving eviction notice by Appellant and duly replied by the Corporate Debtor prior to issue of Demand Notice under IBC Code 2016 the proceedings of Section 9 initiation under IBC are barred. 49. Further due to the fact that the Appellant was receiving the rent in 20:80 ratio from 2018 till 2020, this itself binds themselves with the terms of conditions of MOS, MOU and letter of understanding and principle of estopple by conduct. Moreover, refusing to accept the terms till the lapse of the period of 7 years, 4 months mentioned in the Memorandum of Settlement-on which the existence of the lease deeds comes into existence making a relationship of landlord and tenant between both the parties cannot be read independently therefore, it is nothing but an act of unjust enrichment on the part of the Appellant. 50. The present appeal filed by appellant is liable to be dismissed out rightly and there is no scope of interference in the order dated 05.09.2024 passed by Adjudicating Authority under Section 9(5)(2)(d) of IBC Code 2016 and also imposing exemplary costs on the App....
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.... terms in the said lease deed and had to read all the documents con-jointly not separately. 53. Once a disputed fact need to be appreciated on evidence under Indian Evidence Act and pre-existing dispute, the adjudicating authority's role is limited to ascertaining if the genuine dispute is present or not. Even evidence such as an Arbitration notice or termination notice or reply to termination notice are signals of pre-existing disputes rightly held by this Tribunal and Hon'ble Supreme Court in Mobilox Innovation Pvt. Ltd. (Supra) and other judgments, which says the authority should not get involved in sifting through complex reliable contentions on giving a judgment on merits of the dispute. 54. That Adjudicating Authority cannot act as recovery forum once there is mentioning of Arbitration Clause or Eviction Suit already filed by the connected party on a demand letter dated 23.08.2022 of 100% amount which is objected and under dispute between both parties. 55. Hence the present petition u/s 9 is not maintainable and the Order passed by Adjudicating Authority dated 05.09.2024 by NCLT Delhi has no infirmity and within the Section 9(5)(2)(d) of IBC code 2016 and relevant ju....
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....e debt is further substantiated by the License Agreement, which is a registered contract containing an "entire agreement" clause. This agreement supersedes all prior arrangements, including the Memorandum of Settlement-MoS, the Memorandum of Understanding-MoU, and an undated Letter of Understanding-LoU executed between the parties or their related entities. Such prior agreements were entered into between Reliance group companies, including Reliance Communications Limited (RCom), which underwent insolvency proceedings, and the Corporate Debtor, as part of a larger consolidated settlement framework. 59. To determine the correctness of the outstanding dues per leave and license agreement, we find that it has historical linkage with the settlement of the past dues of Appellant as is noted in the demand notice issued by the Appellant dated 23rd August 2023 in @185 onwards in the APB which states as follows: "... 2. You (Altruist Customer Management India Private Limited or 'Altruist' or 'you'), are in the business of providing BPO operations and connected services to various entities. Under a Registered Agreement of Leave and License dated 29th March....
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.... to be paid by your Company Lo the Operational Creditor directly. It is pertinent to note that the Operational Creditor was not a party to the Memorandum of Settlement Deed dated 20th August, 2018 that was executed between you and the Group Companies. 5. You and the Operational Creditor have entered into a Memorandum Understanding of dated 20th August, 2018 wherein it was agreed by the parties that 80% of the License fees shall be paid by RCOM and you shall be paying 20% of the monthly license fees and other incidental charges to the Operational Creditor. This agreement in clear terms also provided the rights of the Operational Creditor to terminate the Leave and License Agreement and the consequences of termination of the Leave and License Agreement post the lock-in-period, whereby RCOM shall pay the balance unadjusted Settlement under their Memorandum of Settlement dated 20th August, 2018 to you. This means that there were no restrictions or embargo on the termination of the Leave and License Agreement and the Operational Creditor was at all times entitled to receive the entire license lees under the Leave and License Agreement. The Operational Creditor being a separate ....
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....btor which reiterated the terms of MoS INR 4,97,788(0)7 as rent payable for the Premises. The terms of the MoS were reiterated in MoU. 28.08.2018 Sub Lease Deed executed between Appellant and the Corporate Debtor where the parties had agreed that the Premises would be licensed to the Corporate Debtor by the Appellant on a monthly rent of INR 49,77,880 . 29.03.2019 The Appellant and the Corporate Debtor executed Sub Lease Cancellation Letter where the parties mutually decided to terminate and cancel the Sub Lease Deed dated 28 August 2018. 29.03.2019 A registered Leave and License Agreement was executed between the Operational Creditor (Licensor) and Corporate Debtor (Licensee) at a monthly license fee of Rs. 49,77,880/- plus GST. 06.11.2019 Appellant informed the Corporate Debtor that the License Fee for the month of November 2019 i.e., INR 58,73,898 is payable by the Corporate Debtor. 02.12.2019 Representative of the Appellant addressed another email to the Corporate Debtor seeking payment of INR 58,73,898. 13.12.2019 Representative of the Appellant once again called upon the Corporate Debtor to make full payment of License Fee to Appellant with....
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....the said Memorandum of Settlement dated 20th August, 2018 went under the Corporate Insolvency Resolution Process, the License fees committed by you through these companies stopped coming in, or the Operational Creditor was not receiving the entire License fees that was promised/undertaken to be paid by you through these companies, resulting in outstanding dues to the extent of Rs. 3,72,34,546/- as on 9th January, 2020 unpaid by you". In such a situation who is liable to pay rest 80% and then subsequent termination of the leave and license agreement by the Appellant-RRL are contractual disputes and Adjudicating authority cannot determine the debt and default - even to the extent of 20% of the rent and cannot be undisputedly fastened on the Respondents. 62. The Respondent claims that the License Agreement incorporates the terms of these prior agreements, including the liabilities of the related group companies, and that these cannot be excluded from the scope of the debt claim. Reliance Realty Limited, as a successor-in-interest and operational creditor, cannot evade responsibility for the debt underlying the License Agreement by invoking the insolvency status of other Reliance gr....
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....usted the liabilities pertaining to rental dues, and such arrangements were implemented and acted upon, thus forming the true basis of the liabilities. We are inclined to agree with the Respondent that these settlement agreements are binding and constitute the true, operative contractual framework controlling the liabilities and obligations of the parties. But in the facts and circumstances of the case we not disputes which require interpretation of contractual obligations, and thus the determination of debt as claimed in the demand notice comes under cloud. We also observe that Respondent has strongly denied and disputes have been raised as noted below from page 218 APB in the reply of the Respondent to the Demand Notice: ".... a. As already communicated by us on multiple occasions, there already exists a dispute between the Parties as your Notice of termination notice 21st March, 2022 was Arbitrary against the understanding of the Agreements and due to this fact, Altruist disputed your termination. b. It is a matter of record that Leave and License Agreement dated 29th March 2019 (LLA) was executed between Altruist Customer Management India Private Limi....
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....8 notice and subsequent Section 9 petition rely heavily on the leave and license agreement signed between the Appellant - RRL and CD - Altruist on 29th March 2019. Even though it is signed on 29.03.2019 but the "license shall commence from 28 Nov. 2018" (Clause (a) of Article II relating to license fees) clearly stands out. A question arises that, if it has to be read as a standalone agreement why from a backdate of 28 Nov. 2018. Further, schedule of property mentioned herein in this L & L agreement is same as with any other documents i.e. MOS & MOU. Memorandum of Settlement says about contractual obligations and also states rent would be Rs. 49,97,788/-, which was the total rent which was supposed to be charged after three months in proportion to 20:80 ratio and lock in period was one year. A similar obligation in Clause (a) of Article (ii) under leave and License Agreement of 29.03.2019 [@119 APB] also proves the facts that lease was supposed to commence from 28.11.2018, which is much prior from the execution of the said lease documents. Therefore, we find that claiming that the lease of 29th March 2019 has no reference of Memorandum of Settlement or other documents dated 20.08.2....
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....e Respondent asserts that a genuine and bona fide dispute exists regarding the amount claimed by the Appellant. The dispute involves questions of the quantum of the debt, the effect of the previous settlement agreements, and the precise portion of liabilities admitted and payable by the Corporate Debtor. This dispute has been expressed through correspondence and existing legal and contractual documents. We find this dispute is not a moonshine or illusory and cannot be determined in the insolvency proceedings. Furthermore, we note that dispute is prior to the issuance of the demand notice under Section 8 of the IBC, thereby triggering the provisions under Section 9(5)(ii) of the Code which mandate the rejection of the Section 9 petition where there is a pre-existing dispute as to the debt or default. We note that the Hon'ble Supreme Court in Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd., (2018) 1 SCC 353, expounded that a dispute must be existing and real, and mere plea or averment of dispute in the reply is insufficient unless it has existed prior to the demand notice. We find in this case that a disputed fact needs to be appreciated based on evidence under Indian Evid....
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....ry clear that the dispute is deeply embedded in the matter with regard to payment of rent by the Corporate Debtor alone or jointly by the Corporate Debtor and another Group. 5. It is also noteworthy that for eviction of the Corporate Debtor from the premises, the Financial Creditor has filed a suit before the Civil Court in Thane, Mumbai. 6. In the light of the above observations, we are not inclined to agree with the submissions of the Operational Creditor that this is an Operational debt which the Corporate Debtor was liable to pay in its entirety, since other parties also had the responsibility for payment. This is a pre- existing dispute raised by the Corporate Debtor which is substantiated by the records and submissions....." 70. We observe that the vehemently argues that the Corporate Debtor has admitted its liability towards 20% of the rent payable each month to the Appellant. Appellant claims that even if only 20% of the rent is taken into account, the debt payable still crosses the threshold - beyond INR 1 crore and satisfies the condition for initiation of insolvency proceedings against the Corporate Debtor. Corporate Debtor has only made part payment....