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Judgment
Per: Ajay Kumar Vatsavayi, Member (Judicial)
This Application has been filed by Dr. Gopala Krishnan M.S and Ms. Uma Gopala Krishnan, jointly against the Resolution Professional of Corporate Debtor-M/s.Yashomati Hospitals Private Limited seeking the following reliefs:
Direct Resolution Professional to admit the Claims of the Applicants under Section 5(2) of the Code. ii) Direct Resolution Professional to confirm the status of the Applicants as Operational Debtor for the claims submitted by them:
For Applicant 1:
a. Rs.1,00,84,270/- (Rupees One Crore Eighty-Four Thousand Two Hundred and Seventy only);
b. Rs.1,12,90,000/- (Rupees One Crore Twelve Lakhs and Ninety Thousand only).
For Applicant 2:
c. Rs.3,33,66,963/- (Rupees Three Crore Thirty-Three Lakhs Sixty-Six Thousand Nine Hundred and Sixty-Three only);
iii) Such other or further orders, as this Hon'ble Tribunal may deem fit in the facts and circumstances of the case.
Heard Shri Srikant Mohan, learned Counsel for the Applicants and Shri T. Ravi Chandran, learned Counsel for the Respondent-Resolution Professional and perused the pleadings on record.
The Applicants submit that they are Partners in a Partnership Firm named as Aayug Multispecialty Hospital. The (1^{\text{st}}) Applicant is a Doctor by Profession whereas the (2^{\text{nd}}) Applicant holds a Master's Degree in Business Administration in Hospital Management. It is submitted that the Applicants and the Partnership Firm entered into an Agreement with the Corporate Debtor and its Promoters vide Annexure-5 'Term Sheet' dated 09.03.2017.
Under the Term Sheet, the Petitioners and their Firm has to acquire maximum (25%) of the shares of the Corporate Debtor Company for a purchase price of Rs.25 Crores. Further, as per the said Term Sheet the Petitioners shall be appointed as the Chief Operating Officer (COO) and Chief Executive Officer (CEO) respectively. Consequently, the (2^{\text{nd}}) Applicant i.e. Mrs. Uma Gopalakrishnan was appointed as the COO vide Annexure-6 Appointment Order dated 10.03.2017 and the Applicant No.1 was appointed as a Medical Director for the Corporate Debtor. In connection thereof the Respondent-Corporate Debtor was due and liable to pay an amount of Rs.1,00,84,270/- and Rs.1,12,90,000/- to the Applicant No.1 and Rs.3,33,66,963/- to the Applicant No.2 towards their salary dues. When the Corporate Debtor was admitted to the CIRP, they preferred their claims in respect of the said amounts to the RP, but the same was rejected by him by the impugned Annexure-4 letters dated 09.09.2021. Hence, the instant Application.
The RP rejected the claims of the Applicants on the ground that there was no resolution of the Board of Directors of the Corporate Debtor approving the Appointments of the Applicants and Ms. Rathi who issued the Appointment orders was not an employee of the Corporate Debtor and that the Applicants failed to produce any valid documents in support of their claims.
As rightly pointed out by the learned Counsel appearing for the Resolution Professional, the Annexure 5 – Term Sheet was not signed by any person representing the Corporate Debtor. Further, no Board Resolution of the Corporate Debtor is filed to confirm the contentions of the Applicants. Annexure-11 dated 13.06.2020 which is a legal notice got issued by the Applicants with respect to their various claims under the alleged Term Sheet was not addressed to the Corporate Debtor. No claim was made in the entire Demand Notice against the Corporate Debtor. Further, in the said Demand Notice the Applicants sought for treating the salary dues as investments.
In the circumstances and for the aforesaid reasons, we do not find any irregularity or illegality in the decision of the RP in rejecting the claims of the Applicants and accordingly, the instant IA bearing I.A. No.14 of 2022 is dismissed.