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TMI Blog2021 (6) TMI 740X X X X Extracts X X X X X X X X Extracts X X X X ..... Ranbaxy Laboratories Ltd., for initiating Corporate Insolvency Resolution Process (CIRP) in the case of M/s. Allychem Laboratories Pvt. Ltd. (Corporate Debtor). It is stated that M/s. Ranbaxy Laboratories Limited was amalgamated with Sun Pharmaceuticals Industries Limited vide Orders dated 14.11.2014 & 09.03.2015 passed by the Honourable High Courts of Gujarat and Punjab & Haryana respectively. Copy of these orders are marked as Annexure C & D of the petition. 2. The corporate debtor was incorporated on 20.12.2002 as a Private Limited Company under the provisions of Companies Act, 1956. The CIN of the corporate debtor is U24231CH2002PTC025656. As per master data, the registered office of the Corporate Debtor is House No. 1226, Sector 33-C, Chandigarh. Therefore, the jurisdiction lies with this Bench of the Tribunal. 3. It is stated that an Exclusive Technology Transfer and Manufacturing Agreement (Agreement) dated 01.03.2010 was executed between the corporate debtor and the operational creditor. The Agreement is stated to be entered for a period of 5 years from the commencement date and may be renewed, reviewed or cancelled, thereafter by the mutual consent of both the corporate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... editor and the operational debt fell due to the operational creditor on the date when the raw materials were supplied to the Debtor. List of various raw materials supplied, its moving average price and the quantities misappropriated by the Debtor giving the dates and the value of debt are attached as Annexure -E of the petition. 8. As per Part V of Form 1, there is a Bank Guarantee dated 21.11.2015 for a sum of Rs. 25,00,000 to secure the Corporate Debtor's obligation under the Agreement. Copy of the Bank Guarantee dated 21.11.2015 is attached as Annexure-G of the petition. 9. The demand notices are stated to be issued on 02.11.2017 & 17.11.2017 being Annexure-H of the petition. It is stated that the demand notice was accompanied by the Copies of the Agreement, Orders dated 14.11.2014 & 09.03.2015, Confidentiality Disclosure Agreement and Physical Verification Report & Bank Guarantee dated 21.11.2015 in the name of corporate debtor wherein the corporate debtor was called upon to pay the outstanding debt of Rs. 4,50,40,493.98/- in full within ten days from the receipt of the notice. 10. It is stated that the Demand Notices were sent to the corporate debtor and were delivered ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent dated 01.03.2010 was executed inter se the respondent and Ranbaxy and in terms of the said agreement, the respondent was supposed to undertake manufacturing activities on Job Work basis with material supplied by Ranbaxy. It is stated that the material supplied by Ranbaxy was not a sale and consequently, no rate of material was ever agreed or stipulated inter se the parties. It is stated that in terms of the Agreement, for the works undertaken, the respondent was to be mandatorily paid within 15 days of raising invoices. It is also stated that the agreement was subsequently extended by another agreement dated 15.09.2014 for a further period of 5 years wherein the other terms of the agreement dated 01.03.2010 were kept unchanged and the agreement also contained a dispute mechanism by incorporation of an arbitration clause. 18. It is further contended that the Petitioner got merged with the erstwhile Ranbaxy Laboratories Ltd. and ever since, there has been unnecessary bickering and lingering tensions with the respondent's work and due payments. And on account of non-payments, lackadaisical dealings and reduced orders, the respondent through their Directors have repeatedly tri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es including the conversion charge incurred by the petitioner in procuring the raw material (Clause 3.16 of the Agreement). It is further represented that the raw material as supplied by the Operational Creditor to the Corporate Debtor has been pilfered or misused and the said fact is evident from the physical verification report Annexure-F, which is admitted by the Plant Manager and the other staff of the Corporate Debtor. 23. It is submitted that the invoices of the raw material procured by the Operational Creditor which has been usurped by the Corporate Debtor and as Agreement has to pay for such loss are annexed as Annexure-J, and it is evident from the invoices that the raw material has been received by the Corporate Debtor. It is stated that the Operational Creditor has encashed a Bank Guarantee of Rs. 25,00,000/- for which the Corporate Debtor has also issued a Cheque for the same amount, which was dishonoured upon presentation and the petitioner has preferred a Criminal Complaint under the Negotiable Instruments Act and the trial is still pending before the Court of competent jurisdiction. It is contended that the above mentioned cheque was issued in discharge of Corporate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... RANBAXY. 2.3 In consideration of the license hereby granted, RANBAXY shall get manufactured from ALLYCHEM the PRODUCT manufactured by ALLYCHEM by use of the said TECHNOLOGY as is more particularly set out in this Agreement. xx xx 3.16 RANBAXY shall provide ALLYCHEM with the raw materials for the manufacture and packing of the Products under this agreement ALLYCHEM undertakes and agrees to indemnify and hold RANBAXY and its Affiliates, officers, directors, employees, agents, successors and assigns harmless from and against any loss, misuse, pilferage or contamination of the raw material after the same is delivered to ALLYCHEM and further agrees to pay RANBAXY on demand all costs, charges including conversion charges incurred by RANBAXY in procuring the raw material and manufacturing of the PRODUCT from a third party. xx xx 3.18 It shall be the duty of ALLYCHEM to keep the raw material and packaging materials and finished products under proper and adequate storage conditions at their own cost; any loss on account of improper storage shall be to the account of ALLYCHEM. 3.19 The property and ownership in the raw materials, packaging or other materials and the finished pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ceable in any court of competent jurisdiction. This Agreement shall be subject to the exclusive jurisdiction of course having jurisdiction over the registered office of RANBAXY." 28. The petitioner and the respondent vide Extension Agreement dated 15.09.2014 extended the term of the Technology Transfer and Manufacturing Agreement till 28.02.2020. 29. It is the case of the petitioner that in terms of the agreements entered into between the petitioner and the respondent, the respondent guaranteed and warranted that it shall utilize the raw material supplied by the petitioner solely and exclusively for the purpose of manufacture of the products for the petitioner and not for any other purpose. Despite the petitioner having provided with the raw material and technical know-how to the respondent and made repeated requests and reminders, the respondent failed and neglected to supply and deliver the products to the creditor. In July 2017, upon physical verification at the premises of the respondent, the petitioner learnt that the raw materials supplied by it are missing from the site and the respondent has wrongly misused and misappropriated the raw material. The respondent by misusing ..... X X X X Extracts X X X X X X X X Extracts X X X X
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