2020 (3) TMI 1210 - Tri - Insolvency and Bankruptcy

Maintainability of application - initiation of CIRP - Corporate Debtor failed to make repayment of its dues - existence of debt and dispute or not - HELD THAT - It is observed that the applicant herein was duly present in the meeting dated May 29, 2015 wherein a resolution to consider his appointment on a remuneration of ₹ 30,99,998 per annum for a period of 3 years with effect from May 7, 2015 was confirmed and the same was not denied. Further the applicant also continued to work as a whole-time director of the corporate debtor on the same salary/remuneration until he himself resigned from the post of the whole-time director on May 10, 2016 and continued as a director of the company thereafter, only claiming the sitting fees of ₹ 10,000 for each meeting. No documentary evidence has been placed on record to indicate that the petitioner had ever raised any objection to the payment of salaries at the rate of ₹ 30,99,998 per annum. Further, the offer letter dated March 16, 2015 clearly stipulates To formalise your acceptance of our offer, please sign, date and return a scanned copy of the letter as soon as possible . Thus, without acceptance of the offer, no contract can be deemed between the petitioner and the corporate debtor. The petitioner has not placed any signed copy of the offer letter signifying his acceptance of the same which was submitted back to the employer/corporate debtor. This Adjudicating Authority is not inclined to admit the instant application and the same is hereby rejected.

Summary

Issues involved:
1. Claim of operational creditor against corporate debtor for unpaid salary.
2. Dispute regarding the terms of the offer letter and remuneration of the operational creditor.
3. Validity of documents presented as evidence by both parties.
4. Acceptance of offer letter and memorandum of understanding by the operational creditor.
5. Whether the corporate debtor is liable to pay the claimed amount to the operational creditor.

Comprehensive Analysis:
1. The operational creditor filed a petition under section 9 of the Insolvency and Bankruptcy Code, 2016, claiming unpaid salary from the corporate debtor. The total amount due was specified, including pending salary and other components.
2. The corporate debtor contested the claim, stating that the operational creditor did not accept the offer letter formally and that the remuneration was fixed by the remuneration committee and approved by the board. The corporate debtor also highlighted the resignation of the operational creditor from the position of whole-time director.
3. Both parties submitted various documents to support their claims, including offer letters, resignation letters, correspondence, balance sheets, and bank statements.
4. The Adjudicating Authority noted discrepancies in the acceptance of the offer letter and memorandum of understanding, as they were unsigned and not returned to the corporate debtor. This raised doubts about the existence of a valid contract between the parties.
5. After considering the submissions and documents, the Authority found that the operational creditor continued to work on the agreed remuneration until resigning as a whole-time director. No objections were raised regarding the salary during this period. As the offer letter was not formally accepted and the memorandum of understanding was unsigned, the Authority rejected the application, concluding that no liability arose on the part of the corporate debtor.

This detailed analysis of the judgment provides insights into the legal reasoning behind the decision and the factors considered by the Adjudicating Authority in resolving the dispute between the operational creditor and the corporate debtor.