TaxTMI 
TaxTMI 
2026 (4) TMI 1160
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.... appeal has been preferred by the Appellant. 2. The Ld. Counsel for the Appellant, Shri Amir Bavani, giving a brief factual background of the matter at hand, submitted that the Appellant-Operational Creditor had supplied goods to the Corporate Debtor for which they raised invoices aggregating Rs. 1,52,02,816/- against which the Corporate Debtor- M/s S Square Cargo Movers Pvt. Ltd. made part-payment of Rs. 48,58,837/- leaving the principal amount of Rs. 70,54,167/- as outstanding. Since the invoices clearly stipulated levy of compounded interest @ 3% p.a on delayed payments, computing the interest liability alongwith the principal amount, a total amount of Rs. 1,06,09,920/- stood due and payable. As the goods supplied by the Appellant had been received and accepted by the Corporate Debtor without raising any disputes, but the Corporate Debtor did not release payment thereof, a Section 8 demand notice was issued to the Corporate Debtor on 03.03.2025 by the Operational Creditor. The Corporate Debtor not having repaid the outstanding amount, the Appellant-Operational Creditor filed a Section 9 petition. The Adjudicating Authority gave sufficient opportunity to the Respondent-Corpora....
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....mphatically asserted that the judgment of this Tribunal in Prashat Agarwal Vs. Vikash Parasrampuria in CA(AT)(Ins) No. 690 of 2022, it has been categorically laid down that interest is to be included in operational debt. It was vehemently asserted that the impugned order passed by the Adjudicating Authority rejecting the Section 9 application was in utter disregard of the law laid down in the above judgment has and hence the impugned order deserves to be set aside. 5. We have heard the Appellant and perused the records carefully. 6. When we look at the impugned order, we find that the Adjudicating Authority has held at para 10.8 that there is no material on record evidencing acknowledgement or acceptance of liability towards interest. It has also been noted in the impugned order that the interest claim made by the Appellant has been expressly disputed by the Corporate Debtor and that in the absence of acknowledgement of interest by the Corporate Debtor, the Adjudicating Authority cannot rely upon the interest claimed by the Appellant for inclusion in the aggregate operational debt to determine the statutory threshold limit. We also find that in arriving at this conclusion, th....
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....ebtor, it amounted to their acceptance of the interest clause. It was asserted that this Tribunal has held in the judgment of Descent Buildwell LLP Vs Reliance Communications Infrastructure Ltd. in CA(AT)(Ins) No. 871 of 2025 that when invoices stipulate interest, the invoices constitute a valid and enforceable contract. Further, the Corporate Debtor not having disputed the interest stipulation in the invoice either at the time of placing orders or upon receipt of goods must be construed as their acceptance of the entire debt including interest. Hence, as the total operational debt, including interest, crossed the Rs. 1 crore threshold of Section 4 of the IBC, the Section 9 petition could not have been non-suited by the Adjudicating Authority. Contending that the principal amount and interest on delayed payment as provided for in the invoice could not have been segregated by the Adjudicating Authority, the Appellant has relied on the judgment of this Tribunal in Prashat Agarwal supra wherein it was held that when interest on delayed payment is clearly stipulated in the invoice, this entitles the supplier to "right to payment" under Section 3(6) of IBC and interest amount would form....
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....between them unlike in the present case where the hiring order does not specify the levy of interest nor has the Appellant been able to demonstrate that there was any practice in vogue of interest having been earlier paid by the Corporate Debtor. In this backdrop, we find force in the contention of the Corporate Debtor that mere mention of interest liability in the invoices cannot be operated against the Corporate Debtor sans a separate agreement for payment of interest as has been held by this Tribunal in Rishabh Infra judgement supra....." (Emphasis supplied) 11. Similar views have been expressed in another judgement of this Tribunal in SNJ Synthetics Ltd vs Pepsico India Holdings Pvt Ltd in CA(AT)(Ins)386 of 2025. The relevant excerpts from the said judgment are as reproduced below: "12. .... Even though invoices can play a crucial role in defining the rights and obligations between parties, however, there has to be an element of mutual consent, which can be discernible from conduct. When the ingredient of levy of interest on delayed payment is absent in the written contract, stipulation of interest payment in invoices can override the written contract only if the....
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....t of this Tribunal in Prashat Agarwal Vs Vikas Parasrampuria in CA(AT)(Ins) No. 690 of 2022 is misplaced since the Operational Creditor and Corporate Debtor are not in tandem with each other on the levy of interest and there is no contractual agreement on record which provides for levy of interest nor has the Appellant been able to effectively demonstrate that interest was ever paid by the Corporate Debtor. Even the reliance placed on the judgment of this Tribunal in Descent Buildwell supra is misplaced as it was clearly held therein that when written contract does not contemplate interest on delayed payments, mere inclusion of interest in the invoices unilaterally is of no consequence as acceptance of payment of interest by a conduct or actual payment has to be proved which is not the case here. In this backdrop, we find substance in the finding of the Adjudicating Authority that unilateral claim of interest liability in the invoices sans a mutually accepted formal agreement stipulating payment of interest cannot become part of operational debt. 13. Hence, we are not in a position to accept the contention of the Appellant that the interest liability in the present factual matri....