The court held that an operational creditor must prove the existence of undisputed debt and absence of pre-existing disputes for initiating insolvency proceedings, and unagreed interest cannot be included as operational debt.

ORDER

[PER: SANJIV DUTT, MEMBER (TECHNICAL)]

1. BACKGROUND

1.1 This Application, bearing C.P. (IB) No. 1058/MB/2021, has been filed by Alchemy Solutions, the Operational Creditor, on 13.08.2021, under Section 9 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “the Code”), read with Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 (hereinafter referred to as “the AAA Rules”), through its Sole Proprietor and Authorised Representative, Mr. Dinesh Ahuja, for initiating Corporate Insolvency Resolution Process (hereinafter referred to as “CIRP”) in respect of Learn Quest India Private Limited, the Corporate Debtor.

1.2 The Operational Creditor is engaged in the business of providing services includes Instructor-led training, Consulting, Learning Subscriptions, Content Creation and Infrastructure support. The Corporate Debtor is an international provider of computer and educational training programmes and is a recognised Global Training Provider for International Business Machines Corporation (IBM) and its affiliated companies.

1.3 The Corporate Debtor and the Operational Creditor entered into an Education Partner Agreement dated 04.03.2015. Pursuant to the agreement, the Operational Creditor raised invoices for services rendered under the purchase/work orders issued by the Corporate Debtor for the period from 04.10.2017 to 12.04.2019. Despite multiple communications regarding the outstanding invoices, the Corporate Debtor failed to make payments. The total amount in default, as stated in Part IV of the Application, is Rs. 2,66,96,059.92/- (Two Crore Sixty-Six Lakh Ninety-Six Thousand Fifty-Nine Rupees and Ninety- Two Paise), including interest of Rs. 62,95,746/- calculated at the rate of 12% per annum, as on 31.03.2021, for the services rendered.

1.4 A Demand Notice under Section 8(1) of the Code was issued to the Corporate Debtor 02.06.2021. In response, the Corporate Debtor sent reply dated 12.06.2021, disputing the claim. However, no payment was made. Consequently, the Operational Creditor has approached this Tribunal seeking initiation of CIRP against the Corporate Debtor.

2. AVERMENTS OF OPERATIONAL CREDITOR

2.1 The Corporate Debtor approached the Operational Creditor, a proprietorship concern of Mr. Dinesh Ahuja, to engage its services in providing training services. The Corporate Debtor and the Operational Creditor entered into an Education Partner Agreement dated 04.03.2015 and a Sub-contractor Agreement dated 08.07.2016 was also executed between LearnQuest, Inc. (incorporated in the USA) and Alchemy Software Solutions, Inc. (incorporated in the USA) to engage the services of Alchemy Software Solutions, Inc. for training/mentoring/consulting services.

2.2 The Operational Creditor agreed to provide various services as per the work/purchase orders, for which Operational Creditor raised separate periodic invoices. The Corporate Debtor accordingly raised purchase/work orders to engage the services of the Operational Creditor. In turn, the Operational Creditor rendered services against the relevant job code/work/purchase orders.

2.3 However, the Corporate Debtor failed to make payment of several outstanding invoices. While the Operational Creditor was following up for payment of its dues, the Corporate Debtor raised frivolous objections vide email dated 07.12.2019, inter alia, disputing certain invoices on grounds such as no actual delivery having occurred and the invoices being already paid. These contentions are entirely false and baseless. Moreover, the cumulative value of the disputed invoices is only Rs.8,07,378/-.

2.4 A spreadsheet was later shared by the Corporate Debtor vide email dated 10.01.2020, wherein it stated, based on its calculations, that the total outstanding amount as on 20.11.2018 was Rs. 83,95,997/-. The Operational Creditor, vide email dated 10.01.2020, sought clarity on the status of additional