Futurelife Pharmaceuticals Private Limited

The present application has been filed by M/s Futurelife Pharmaceuticals Pvt Ltd. (In Short “Corporate Applicant”) under Section 10 of the Insolvency and Bankruptcy Code, 2016 (In Short “Code”) read with Rule 7 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiating Corporate Insolvency Resolution Process against the corporate person i.e. the applicant . The Applicant has committed the default in paying the debt, mentioned in the Part -III of the Application which is of Rs. 17,47,51,951/- comprising both the unsecured financial creditor and Operational Creditors taken together.

The Applicant states that it is a company incorporated under the provisions of Companies Act, 1956 having CIN No. U24230GJ2013PTC077906. The Applicant is engaged in the business of pharma products. The Applicant stated that on the 1st of August 2019, a flood occurred in Vadodara city due to heavy rain, resulting in water ingress into the applicant's godown. As, a result of which the raw materials and medicines stored in the godown got damaged, leading to a financial loss of approximately Rs 4 Crore. It is further stated that Coronavirus disease 2019 (COVID-19) has caused a major economic shock and a pandemic has already caused massive dislocation among small businesses just several weeks after its onset. The applicant's business is one among those business which started fall in business graph and as a result, through the resolution held on 01.03.2024 have decided to go for Corporate Insolvency Resolution Process under section 10 of IBC, 2016.

The Applicant had placed on record the list of unsecured financial creditor and list of operational creditor. It is further stated that initially the Corporate Applicant had paid the outstanding on a regular base to the creditor in a fair manner. But soon after that the Corporate Applicant defaulted in payment of the amount outstanding from the business during and after the pandemic.

The Applicant had also stated that demand Notice dated 28.02.2020 under Section 8 of the Code was sent by viz. Associated Biotech to initiate insolvency against Corporate Applicant for the operational debt of Rs. 24,93,728/-. It is further stated that despite the number of attempts of managing the finances and trying its best to fulfill all the business promises whilst it has no source of paying those outstanding, the Corporate Applicant has failed to discharge its liability towards the outstanding amount, due and payable to the Operational Creditor and thus constraint to go for CIRP under Section 10 of the Code.

The Corporate Applicant submits the below mentioned documents to prove the existence of default of the debt: -

The Tribunal, vide order dated 09.12.2025 and 22.06.2026 directed the applicant to serve the notices of hearing to all of creditors. Against the said notice, the creditors namely Three B Healthcare Limited, M.R. Healthcare Pvt. Ltd, Agron Remedies Pvt. Ltd, Phytochem Healthcare have filed their representation.

The Three B Healthcare Limited objected and states that the Corporate Applicant failed to comply with Form 6, which mandates filing of audited financial statements. The Corporate Applicant submitted only unaudited financial statements for FY 2020-21, 2021-22, and 2022-23, and failed to produce audited financial statements for Financial year 2020-21, 2021-22 and 2022-23, 2023-24, as well as profit and loss statements for Financial Year 2019-20 to 2022-23, thus rendering the application defective. It is further submitted that as per Section 2(40) of the Companies Act, 2013, read with Form 6 of the 2016 rules, financial statements includes :- balance sheet, Profit and Loss Account, Cash Flow Statement and Notes thereto. The omission of profit and loss statements clearly indicates suppression of the true financial position and lack of transparency. The Corporate Applicant had not furnished the full list of the Sundry Debtors as per point d of the Annexure VI of the Instructions under form 6. No notes to the balance sheet have been provided to explain the figures of the provisional financial statements. No details of the IRP has been mentioned in the application. It is further submitted that there is no valid proof of default since all the demand notices which are produced are of before February 2020. During the aforementioned period, the COVID-19 virus was not in full force and defaulting on the same is no excuse attributing it to COVID-19 which is the premise of the application.

It is submitted that there is no evidence of any EGM or AGM where prior consent of all shareholders was obtained and placed on record. It is further submitted that as per the provisional balance sheet for FY 2022-23, the Corporate Applicant's current assets are to the tune of Rs. 2,84,61,318/-, including cash of Rs. 71.2 lakhs and sundry debtors of approximately Rs. 1.99 Crore, indicating enough current assets to run the company and suggesting that the present application is filed only to extinguish its liability towards creditors. In the absence of any accounting notes, the damage and expiry of goods to the tune of Rs. 8,72,58,002/- between 2021 and 2023 appears not believable.

The MR Healthcare Pvt. Ltd objected and stated that he is a bonafide operational creditor of the Corporate Applicant within the meaning of Section 5(20) and Section 5(21) of the Code, in respect of an operational debt which is legally due and payable by the Corporate Applicant. The aforementioned operational debt arose on account of a genuine commercial transaction entered into between Corporate Applicant and MR Healthcare Pvt. Ltd in the ordinary course of business. The Corporate Applicant procured pharmaceuticals products from the MR Healthcare Pvt. Ltd for the purpose of its business transactions. The details of the invoices issued by the Operational Creditor is as follows:-

The due date for the payments were 90 days from the date of invoice. The invoices specifically stipulates and provides under the terms & conditions that bills not paid before due date will attract 18% interest. It is further stated that as per the books of account maintained by the Operational Creditor, the claim of the Operational Creditor pursuant to the aforementioned invoices are amounting to Rs. 45,02,537.28/- (excluding 18% interest per annum till date of realization).

It is submitted that the goods were properly supplied by the Operational Creditor to Corporate Applicant as per the terms and conditions mutually agreed upon between the parties. The payment of the goods were due and payable by the Corporate Applicant before 90 days from the date of invoice. The Corporate Applicant refused to make payment of the aforesaid operational debt. That despite repeated oral and written reminders for payment of the outstanding operational debt, the Corporate Applicant defaulted in making payment of the said amount. The Operational Creditor had also initiated complaints under Section 138 of the Negotiable Instruments Act, 1881 against the Corporate Applicant. The Operational Creditor has mentioned the details of the pending cases against the Corporate Applicant. The corporate applicant has initiated the proceedings U/s. 10 of the Code to avoid its legitimate and lawful liabilities towards the Operational Creditor and to stall the aforementioned 138 proceedings initiated by the Operational Creditor.

The Agron Remedies Pvt. Ltd objected and states that it is a bonafide operational creditor of the Corporate Applicant within the meaning of Section 5(20) and Section 5(21) of the Code, in respect of an operational debt amounting to Rs. 2,84,498/- which is legally due and payable by the Corporate Applicant. The Operational Creditor is engaged in the business of manufacturing and supplying pharmaceuticals products. On request of the Corporate Applicant, the Agron Remedies Pvt. Ltd supplied the goods to the Corporate Applicant. A tabular representation mentioning the details of the operational debt is as follows-

It is further submitted that Section 10 cannot be misused by defaulting debtor to evade their legitimate liabilities. The Invoice No. 0002879 dated 17.12.2019 stipulates 24% interest on overdue payments. The said term was mutually agreed between the parties and the corporate applicant having accepted the goods along with the invoice is bound by it.

The Phytochem Healthcare objected and states that it is an Operational Creditor of the Corporate Applicant with an admitted outstanding amount of Rs. 97,29,493.40/-. The present application is not maintainable in law. The present application is filed with the object of stalling and defeating the criminal prosecutions and recovery proceedings pending against the Corporate Debtor. It is further submitted that as per Section 10 (3) (c) of the Code, the Corporate Applicant shall furnish along with the application a special resolution passed by shareholders of the Corporate Applicant or the resolution passed by at-least three-fourth of the total number of partners of the corporate applicant. A resolution of the board of directors is no substitute in law for the special resolution of the shareholders as mandated by Section 10 (3) (c) of the Code.

It is submitted that the present application is based on a solitary demand notice under Section 8 of the Code stated to have been issued by Associated Biotech on 28.02.2020 for an operational debt of Rs. 24,93,728/- and alleged defaults to unsecured financial creditors aggregating to Rs. 56,75,000/- (as per Corporate Applicant's affidavit dated 04.09.2025), each of the aforesaid amount falls below the statutory threshold of Rs. 1 Crore. Form 6, Part-III of the application does not set out any creditor-wise particulars of debt and default with dates of default and supporting documents.

It is submitted that the Board's Report annexed by the Corporate Applicant shows that the company earned a profit of Rs. 33,24,023/- for the year under review as against a profit of Rs. 3,02,030/- in the previous year, on a total income of Rs. 1,79,70,564/-. The Income Tax Returns and computations annexed by the Corporate Applicant disclose positive taxable business income, thus Corporate Applicant is, on its own showing, a profit-making going concern. The Corporate Applicant admits in its affidavit dated 04.09.2025 that it holds subsisting receivables of approximately ₹2 Crore, which it chose not to recover merely because its director relocated to Africa. A company cannot invoke Section 10 of the Code as it is a remedy for genuinely insolvent corporate debtor and not a refuge for defaulting management seeking a moratorium.

It is submitted that the affidavit in support of the application is solemnly affirmed and verified at Ahmedabad on 05.05.2024, but it bears the seal and attestation of one “Commissioner for Oaths, Shive Kpodo, P.O. Box 62, Tema”. Tema is a city in the Republic of Ghana. The affidavit is therefore, self-contradictory as it could not have been affirmed at Ahmedabad, India, and simultaneously attested by a Commissioner for Oaths at Tema, Ghana. An affidavit affirmed outside the territory of India before a foreign Commissioner for Oaths is not a valid affidavit unless it is attested by an authorized Indian diplomatic or consular officer in compliance with the Diplomatic and Consular Offices (Oaths and Fees) Act, 1948, and further complies with the provisions of Section 14 of the Notaries Act, 1952, The affidavit in support of the application also violates Rules 15 and 26 of the NCLT Rules, 2016. It is further stated that with the sole managing director admittedly residing in Ghana, no meeting of the board of directors, much less an extraordinary general meeting of the shareholders, could have been held on 01.03.2024 in support of the purported resolution. The board resolution dated 01.03.2024, is therefore, a fabricated document.

It is submitted that as per the Corporate Applicant’s own further affidavit, as many as 25 operational creditors and 2 financial creditors (including the Phytochem Healthcare) have instituted criminal complaints under Section 138 of the Negotiable Instruments Act, 1881 against the Corporate Applicant and its directors, and warrants including non- bailable warrants and proceedings under Sections 82/83 of the Code of Criminal Procedure, 1973 stand issued against the accused in several of those complaints. The sole director, Mr. Hardik Mahendrasinh Dodia, has admittedly absconded from India and relocated to Ghana, and has been evading the process of the criminal courts, and the same is evident from the orders of proclamation under Sections 82/83 CrPC and non-bailable warrants.

It is further submitted that the Corporate Applicant mentioned in their averment regarding the alleged flood of 01.08.2019 and the alleged loss of Rs. 4 Crore, but the same is unsubstantiated as no insurance claim, surveyor's report or any other document has been produced in support of the alleged loss. The contents of Part-III and Part IV of Form 6 are vague and incomplete. The demand notice dated 28.02.2020 stated to have been issued by Associated Biotech for Rs. 24,93,728/-, is of no avail to the Corporate Applicant as no proceedings under Section 9 were initiated pursuant thereto. The demand notice of the year 2020 cannot be the foundation of an application filed in the year 2024.

The Associated Biotech had filed the Form B ( Under Regulation 7 of the Insolvency and Bankruptcy Board of India ( Insolvency Resolution Process for Corporate Persons ) Regulations, 2016), with the total amount of claim of Rs. 23,90,008/-.

The Applicant had filed the pursis in compliance of the order dated 22.04.2025 passed by the Tribunal. The Applicant had filed the set of audited Annual Accounts for Financial Years 2019-2020 to 2023-2024. The Applicant had also filed the tax audit reports for financial years 2019- 2020 to 2021-22 along with the list of debtors and creditors.

The Applicant had filed further affidavit in compliance of the order dated 28.07.2025 passed by Tribunal. The Applicant had filed the comprehensive list of all unsecured creditors as on 04.09.2025 along with the list of creditors who have initiated proceedings under Section 138 of the Negotiable Instruments Act, 1881 against the applicant himself. The case details of such NI Act proceedings had also been filed. The Applicant had also filed a pursis dated 11.08.2026 placing on record the list along with the respective amounts due and payable to the unsecured financial creditors and unsecured operational creditors of the Applicant Company.

Heard the Counsel for the applicant and operational creditors. Perused material available on record. The Applicant had filed the written submissions.

The Applicant had relied upon following judgments :-

The Operational Creditor namely Three B Healthcare Limited had relied upon following judgments :-

Observations & Conclusions :-

In view of the above we pass the following order :-

-Sd/-obligation imposed by section 20 of the Code.