Jones Lang Lasalle Property Consultants India Private Limited vs BP Suraj Business Combines Private Limited

The Corporate Debtor approached the Operational Creditor, who is in the business of real estate consulting, marketing and advisory, to help them in leasing out of their commercial Building bearing number 198, B.B. Ganguly Street, Bow Bazaar, Kolkata – 700012, comprising of basement, ground floor and four floors and admeasuring 14,500 sq.ft. (‘Premises’).

As per the arrangement between the Corporate Debtor and the Operational Creditor, the Operational Creditor was entitled to a fee equivalent to two months rent of the premises. The Operational Creditor was successful in finding a lessee for the Corporate Debtor.

On 18 December, 2017, a Letter of Intent (‘LoI’) was executed between the Corporate Debtor and the lessee i.e., Kalyan Jewellers India Limited. Kalyan Jewellers India Limited agreed to take the premises on lease for a period of fifteen years.^{22.Annexure – A-4, pages 17 - 32 of the Petition.} Subsequently, the Corporate Debtor and Kalyan Jewellers India Limited entered into a Lease Agreement dated 26 December, 2017.

Upon successful completion of the transaction, the Operational Creditor raised a Feecon and Revenue Recognition Confirmation Letter^{33.Annexure – A-5, page 33 of the Petition.} (‘letter’) on 31 December, 2017. As per the arrangement between the Corporate Debtor and the Operational Creditor, the Operational Creditor is entitled to a sum of Rs.46,00,000/- (Rupees Forty Six Lakh only) plus taxes. The said letter was duly accepted by Mr. Vikash Murarka, one of the director of the Corporate Debtor. Subsequently, an invoice dated 22 January, 2018 was issued to the Corporate Debtor; the payment was due on 21 February, 2018.^{44.Annexure – A-6, pages 34-35of the Petition.}

However, the Corporate Debtor failed to clear the outstanding dues as per the arrangement between the parties. Several calls, letters and mails were sent by the the Operational Creditor to the Corporate Debtor but no response was received.^{55.Annexure – A-7, pages 36-41 of the Petition.}

The Corporate Debtor vide its reply dated 03 August, 2019 for the first time denied the claim of total outstanding debt of Rs.54,28,000/- (Rupees Fifty Four Lakh Twenty Eight Thousand only) [including taxes]. However, they admitted that the Operational Creditor would be entitled to a sum of Rs.23,00,000/- (Rupees Twenty Three Lakh only), which is the rent amount for one month in the proposed lease property transaction between the Corporate Debtor and the lessee.^{66.Page 52 of the Petition.}

On failure of the Corporate Debtor to clear the dues, the Operational Creditor sent a statutory notice, dated 22 October, 2019, under section 8 of the Code. The same was delivered to the Corporate Debtor on 01 November, 2019.

The claim by the Operational Creditor is not an operational claim and is vehemently disputed. The Feecon and Revenue Recognition Confirmation Letter dated 31 December, 2017 is forged and the alleged signature is not of Mr. Vikash Murarka, one of the director of the Corporate Debtor.

Even though a letter of intent was issued, till date the Lease Agreement could not be registered and the entire transaction has not been completed. The said premise is still under the possession of the Corporate Debtor.

The alleged operational debt is frivolous and mala fide because the Operational Creditor was entitled to their fee on execution of the Lease Agreement between the Corporate Debtor and the lessee, however, till date the Lease Agreement remains unexecuted.

The letter dated 03 August, 2019 of the Corporate Debtor has been completely misread because the fee was only payable on the successful completion of the Lease Agreement, which never happened.

The alleged demand letter and reminder emails were never received by the Corporate Debtor because the same were never sent to the registered email id of the Corporate Debtor.

The Feecon and Revenue Recognition Confirmation Letter dated 31 December, 2017 was also an enclosure to the Notice dated 20 June 2019, to which the Corporate Debtor replied to vide letter dated 3 August 2019. However, the Corporate Debtor never raised any allegation in respect of the Feecon and Revenue Recognition Confirmation Letter in its reply dated 3 August 2019. The allegation now raised are nothing but an afterthought. Further, the Corporate Debtor has admitted that the Lease Agreement was executed.

Vide e-mails dated 26 November, 2018 and 11 December, 2018, the Corporate Debtor has acknowledged the outstanding debt towards the Operational Creditor and had promised to release the payment by the end of December, 2018.⁷

The application bearing CP (IB) No. 2233/KB/2019 filed by Jones Lang Lasalle Property Consultants India Private Limited, the Operational Creditor, under section 9 of the Code read with rule 6(1) of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiating CIRP against B P Suraj Business Combines Private Limited, the Corporate Debtor, is admitted.

There shall be a moratorium under section 14 of the IBC.

The moratorium shall have effect from the date of this order till the completion of the CIRP or until this Adjudicating Authority approves the resolution plan under sub-section (1) of section 31 of the IBC or passes an order for liquidation of Corporate Debtor under section 33 of the IBC, as the case may be.

Public announcement of the CIRP shall be made immediately as specified under section 13 of the Code read with regulation 6 of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

Ms. Rashmi Chhawchharia, registration number IBBI/IPA-001/IP-P-02016/2020-2021/13148, email: [email protected], is hereby appointed as Interim Resolution Professional (IRP) of the Corporate Debtor to carry out the functions as per the Code subject to submission of a valid Authorisation of Assignment in terms of regulation 7A of the Insolvency and Bankruptcy Board of India (Insolvency Professional) Regulations, 2016. The fee payable to IRP or the RP, as the case may be, shall be compliant with such Regulations, Circulars and Directions as may be issued by the Insolvency & Bankruptcy Board of India (IBBI). The IRP shall carry out his functions as contemplated by sections 15, 17, 18, 19, 20 and 21 of the Code.

During the CIRP period, the management of the Corporate Debtor shall vest in the IRP or the RP, as the case may be, in terms of section 17 of the IBC. The officers and managers of the Corporate Debtor shall provide all documents in their possession and furnish every information in their knowledge to the IRP within one week from the date of receipt of this Order, in default of which coercive steps will follow.

The IRP/RP shall submit to this Adjudicating Authority periodical reports with regard to the progress of the CIRP in respect of the Corporate Debtor.

The Operational Creditor shall deposit a sum of Rs.2,00,000/- (Rupees Two Lakh only) with the IRP to meet the expenses arising out of issuing public notice and inviting claims. These expenses are subject to approval by the Committee of Creditors (CoC).

In terms of section 7(5)(a) of the Code, Court Officer of this Court is hereby directed to communicate this Order to the Operational Creditor, the Corporate Debtor and the IRP by Speed Post and email immediately, and in any case, not later than two days from the date of this Order.

Additionally, the Operational Creditor shall serve a copy of this Order on the IRP and on the Registrar of Companies, West Bengal, Kolkata by all available means for updating the Master Data of the Corporate Debtor. The said Registrar of Companies shall send a compliance report in this regard to the Registry of this Court within seven days from the date of receipt of a copy of this order.