M/s EnQuest PetroSolutions Private Limited vs M/s Sparklet Engineers Private Limited

[PER: CORAM]

This C.P. (IB) No. 99 of 2025 (Application) was filed on 03.07.2025 by M/s EnQuest PetroSolutions Private Limited, the Operational Creditor (OC) having CIN No.: U51109DL2008PTC178462, under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC), read with Rule 6 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016, seeking initiation of Corporate Insolvency Resolution Process (CIRP) against M/s Sparklet Engineers Private Limited, the Corporate Debtor (CD), having CIN No.: U29240MH2000PTC124853.

As per Part IV of the Application, the amount claimed to be in default is Rs.9,19,96,841/- (Nine Crores Nineteen Lakhs Ninety-Six Thousand Eight Hundred and Forty-One Rupees) out of which Rs.6,79,59,159/- is towards principal dues, Rs.2,40,37,682/- towards interest @ 20.25% p.a. for default in the payment of the principal amount (three times the RBI interest rate as per the MSEMD Act), and further interest @ 20.25% p.a. from the date of filing of the present Application until realisation. The date of default in Part IV is stated as 01.01.2023.

This matter was transferred from Court IV and first heard by this Bench on 10.03.2025.

The Applicant is engaged in providing services in the oil and gas sector, seismic operations, sub-surface studies/ consulting, logistics, drilling project management, field development and operation services, and knowledge sharing. The CD is inter alia engaged in the business of design of upstream and downstream Oil and Gas equipments including manufacturing, inspection, fabrication, testing, supply assembly, equipment installation, commissioning and startup support and detailed engineering, procurement & expediting, project management and controls.

The CD was awarded a contract from Halliburton Offshore Services Inc. ("Halliburton") for the provision of integrated Field Plan execution services in Satellite Fields in Barmer, in 2019. The CD engaged the Applicant for Satellite Fields Civil Work, project management of certain Satellite Fields Civil Works, provision of vehicles and associated services and provision of warehouse/ yard/ office at Barmer. In this regard, work orders dated 16.10.2019 and 20.12.2019 bearing reference numbers as SEPL A87/1920/00062-OS and SEPL 4077EP-1920/029, respectively, were issued by the CD in favour of the Applicant.

The Applicant performed the assigned works from September 2019 onwards and regularly raised proforma invoices with supporting documentation for verification by the CD. However, despite repeated assurances, the CD failed to verify the invoices or make payments, citing financial difficulties caused by the Covid-19 pandemic, disruption of its primary contract with Halliburton, and classification of its bank accounts as Non-Performing Assets (NPAs) by all leading Banks in November/December 2019.

The total amount payable by the CD to the Applicant for the works executed at Halliburton's Satellite Field Project in District Barmer, Rajasthan, is Rs.7,29,59,159/-. The details of the amount due under various heads are summarized below:

Out of this total, the CD made a single payment of Rs.50,00,000/- on 28.08.2021, by cheque. After deduction of TDS, the Applicant received a net sum of Rs.49,25,000/-. However, the deducted TDS has not been deposited with the tax authorities, and consequently, the Applicant has not been able to avail the benefit of such deduction. Thus, the total amount outstanding on the CD's part remains at Rs.6,79,59,159/-.

The Applicant is registered as an MSME under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act). Under Section 16 of the said Act, the CD is liable to pay interest on the principal outstanding at three times the bank rate notified by the Reserve Bank of India, compounded monthly. Accordingly, interest on the defaulted sum of Rs.6,79,59,159/- from January 2023 to 03.07.2024, amounts to Rs.2,40,37,682/-, making the total amount payable Rs.9,19,96,841/-.

The entire operational debt has been consolidated between the Applicant and the CD in Vendor Settlement Agreement (VSA) dated 29.03.2022. The CD has also admitted the same under the VSA and undertook to repay the total amount in multiple tranches, the last of which was due in December 2022.

In August-September 2020, the CD requested the Applicant to raise tax invoices against select proforma invoices while deferring the rest until liquidity improved. Accordingly, the Applicant raised GST invoices aggregating Rs.1,06,65,479.60/-, which included the corresponding tax liability that the Applicant duly deposited. Despite this, the CD failed to make any payment.

On 19.07.2021, the CD admitted its inability to meet its financial obligations and proposed to constitute a Vendor Committee to address pending dues. The Applicant, through its reply dated 20.07.2021, highlighted its precarious financial situation and the fact that it had borrowed funds from the bank against the Director’s residence to sustain operations, urging the CD for immediate payment.

Following the death of Mr. Sadanand Pendse, Executive Director of the CD, on 18.07.2021, further discussions ensued. The CD assured that payments would be made in 4-6 tranches and proposed 3 separate settlement agreements. A draft VSA for Rs.2,52,75,472/- was shared on 18.08.2021, and duly executed thereafter. Pursuant to this, a part-payment of Rs.50,00,000/- was made on 28.08.2021 by way of cheque, as noted above.

However, no further tranches were released, and the deducted TDS was also not deposited. As the other 2 proposed settlement agreements were never finalised, the Applicant continued to follow up for the entire outstanding. In February-March 2022, the CD once again assured payment in 4-8 tranches, leading to the execution of a 2nd VSA on 29.03.2022. Under this agreement, the CD agreed to pay Rs.7,20,31,712/- (inclusive of IGST @18% and after deduction of TDS @1.5% amounting to Rs.9,27,447/-) by December 2022.

Despite the express acknowledgement under the 2nd VSA, the CD failed to make any further payment. Consequently, the entire admitted operational debt became due and payable on 01.01.2023, upon expiry of the last due date under the VSA.

Accordingly, as of the date of the Demand Notice (10.04.2024), the outstanding principal is Rs.6,79,59,159/-, and interest calculated @ 20.25% p.a. (being 3 times the RBI bank rate under the MSMED Act) from 01.01.2023 to 03.07.2024, amounts to Rs.2,40,37,682/-, making the total amount in default as Rs.9,19,96,841/-. Further interest at the rate of 20.25% p.a. continues to accrue until realisation.

The Applicant has attached the following supporting documents along with the Application and Rejoinder dated 15.05.2025:

- g) Copy of the certificate issued by Punjab National Bank confirming there is no payment of an unpaid operational debt by the CD. - h) Copy of Minutes of the Meeting dated 23.08.2019 between Applicant and CD. - i) Copy of Work Order No. SEPL-A87/1920/00062-OS General Civil Works in Barmer dated 16.09.2019. - j) Copy of amendment dated 01.10.2019, to Work Order No. SEPL-A87/1920/00062-OS for additional civil works. - k) Copy of Work Order No. SEPL-4077EP-1920-029 for warehouse/yard/office space/working space facility in Barmer dated 20.12.2019. - l) Copy of consolidated Excel sheet giving details of the Invoices/Proforma Invoices issued under various categories for work done in Barmer on Halliburton's Satellite Field project. - m) Copy of proforma Invoices for civil works together with supporting documents and emails. - n) Copy of proforma Invoices for Warehouse Rent together with emails. - o) Copy of proforma Invoices for Miscellaneous services together with supporting documents and emails. - p) Copy of Tax invoices for PMC Work. - q) Copy of Tax invoices for Vehicle Services. - r) Copy of GST screenshots for payment of GST on tax invoices. - s) Copy of emails dated 21.09.2020, from Applicant to CD together with proforma invoices for certain civil works and supporting documents for the same which had not been raised earlier due to Covid-19. - t) Copy of emails dated 18.08.2021, exchanged between the parties.

aa) Copy of emails of July 2021.

bb) Copy of emails of August 2021.

Affidavit-in-Reply dated 06.05.2025 was filed and affirmed by one Mr. Chaitanya Kulkani, who is stated to be the Director and authorized representative of the CD.

According to the CD, the VSA dated 29.03.2022, governed the entire relationship between the parties and superseded previous invoices, work orders, or earlier agreements. It argues that this agreement represented a mutual understanding to restructure dues, not an acknowledgment of operational debt under Section 5(21) of the IBC.

The CD therefore contends that the Applicant's claim arises from a commercial settlement agreement and not an operational debt within the meaning of the IBC. The relevant extract of the Application reads as:

The CD states that it is a settled law that upon default in payment of instalments under a settlement agreement, such debt does not fall within the definition of 'operational debt'. It maintains that the Application under Section 9 is not maintainable, as the liability emanates from a negotiated settlement, not from the original work orders or services. It further asserts that the VSA stands insufficiently stamped and unenforceable in law and that there were disputes regarding invoices, deliverables, and billing verification, existing much prior to issuance of the demand notice.

It is the Applicant's case that the CD failed to pay the instalments as provided under the VSA. The VSA, however, provides for a clause for dispute resolution through arbitration in Mumbai, governed by Indian laws, with proceedings in English before a 3-member Arbitral Tribunal. Therefore, any dispute arising from or relating to the VSA can only be resolved through arbitration. The Applicant cannot invoke Section 9 of the IBC to initiate CIRP against the CD when an alternate contractual remedy is already available. Consequently, the alleged liability claimed under the VSA does not constitute an “operational debt” within the meaning of the IBC.

The Applicant’s claim is based on the VSA but also relies on earlier correspondence exchanged before it. The claim covers payments for civil works, warehouse rent, and miscellaneous services carried out at Halliburton’s Satellite Field Project in Barmer, Rajasthan, supported only by proforma invoices rather than tax invoices. The largest component of the alleged debt, of Rs.5,06,93,583/-, is based on these proforma invoices. Below is the table as relied upon by the Applicant in support of Purported Debt:

The VSA required the Applicant to raise tax invoices to enable payment as against Civil Work, Warehouse Rent, and Miscellaneous services, but none were raised either before or after the Agreement. Without tax invoices, no payment obligation ever arose for the CD. This non-compliance itself creates a dispute and makes the claim unmaintainable.

Further, correspondence between the parties shows that disputes existed much before filing this Application. By email dated 02.03.2022, the Applicant acknowledged receipt of Rs.49,25,000/- and demanded Rs.5,09,35,200/- as balance dues. Halliburton Offshore, in its reply dated 07.03.2022, clarified that as per the meeting on 14.12.2021, payments to the Applicant’s subcontractors were to be made directly as per the value that was shared and agreed among the Applicant and its 3 subcontractors. Accordingly, Halliburton Offshore, on behalf of the CD, paid Rs.2,33,78,000/- to 3 subcontractors, namely, M/s Godara Infratech & Power Industries, M/s Lalaram Saran & Co., and Choudhary Construction Co.—who issued “no due” certificates. This shows that the CD’s liability, if any, was discharged.

By agreeing to the settlement terms, the Applicant was the contractor to the CD who in turn was the contractor to Halliburton Offshore. In view thereof, clearly a principal-agent relationship is established among the Applicant, the CD and Halliburton Offshore, where Halliburton Offshore has cleared the liability of the CD. Hence, there was no pending payment obligation from the CD to the Applicant.

The CD states that the Applicant admitted that proforma invoices were raised only for verification and confirmation, after which tax invoices were to be issued for payment. The relevant extract of the purported VSA is reproduced below:

However, no such tax invoices were raised. Proforma invoices are not legally enforceable as they only indicate expected charges; only tax invoices under GST law can evidence a debt. Hence, the alleged debt based on proforma invoices is not an admitted or enforceable liability.

The Applicant has also wrongly claimed GST of Rs.1,11,29,363/- as part of the alleged debt without raising tax invoices. The VSA required the Applicant to first show proof of GST payment to the government and upload the invoices in GSTR-1 before receiving payment. Since these conditions were never fulfilled, the CD had the right to retain the GST amount. Thus, even the GST component is disputed, and the claim based on it is untenable.

It is submitted that the Applicant's claim for interest of Rs.2,40,37,682/- at 20.25% p.a. is unsustainable because there is no agreement entitling such interest. Moreover, the interest is computed on a disputed principal amount that wrongly includes GST. Therefore, both the principal and the interest claims are untenable and the Application is liable to be dismissed on this ground as well.

The Applicant has already invoked remedies under the MSMED Act for Rs.6,79,59,159/-, as shown by the notice dated 25.04.2025 from the MSME SAMADHAAN portal. Interestingly, in that proceeding, the Applicant has not claimed any interest, although in this Application it claims interest at triple the RBI rate under Section 16 of the MSMED Act. This inconsistency shows that the Applicant is inflating its claim to pressure the CD. The Application is thus a misuse of the IBC for recovery and not for insolvency. The relevant extract in relation to purported interest as claimed in the Application is reproduced hereinbelow:

Out of the total alleged amount of Rs.6,18,29,795/-, the major portion of Rs.5,27,91,254/- is based on proforma invoices, which cannot create liability. Excluding this, the remaining Rs.90,38,541/- falls below the minimum threshold of Rs. 1 Crore required under Section 9 of the IBC. Even this balance is not payable since no tax invoices were raised and the VSA superseded earlier commitments. Thus, the minimum threshold is not met and the Application isn't maintainable.

The Applicant has failed to specify the date of default in the Demand Notice dated 10.04.2024. While the VSA scheduled payments from April 2022, the Applicant inconsistently alleges default from January 2023. Non-determination of the date of default violates Section 8 of the IBC. This defect was pointed out by this Tribunal on 28.01.2025, but the Applicant failed to rectify it. Hence, the Application remains defective and is liable to be dismissed.

The CD has already disputed the alleged debt on the NeSL platform due to the reasons stated above. Additionally, under Clause R of the Settlement Agreement, once the first tranche was paid, the Applicant agreed not to initiate any legal proceedings against the CD. The relevant extract of the VSA reads as:

The VSA expressly superseded all prior communications, negotiations, or commitments between the parties. Therefore, any reliance by the Applicant on earlier correspondence or documents is misconceived. By suppressing this fact, the Applicant has misled this Tribunal, and the claim based on prior documents is unsustainable.

The CD states that the VSA and earlier documents are insufficiently stamped under law. The VSA which is stamped for Rs.100/-, is insufficiently stamped as the Applicant under the purported VSA is seeking to enforce the Purported Debt. Since an insufficiently stamped document is inadmissible until duly stamped, the Agreement must be impounded under the Maharashtra Stamp Act, 1958, and until then, the present proceedings cannot continue.

The IBC is meant to resolve genuine insolvency, not to serve as a recovery mechanism. The Applicant's attempt to use CIRP proceedings to extract money from the CD is contrary to the spirit of the IBC and amounts to an abuse of process under Section 65. The Application is mala fide, extortionate, and intended to harass the CD, and should be dismissed with costs.

No Board Resolution has been filed authorising the Applicant's representative to sign or file this Application. It is settled law that a company cannot file proceedings without such authorisation. Therefore, the Application is defective and not maintainable.

The CD has attached the following supporting documents along with the Reply:

Rejoinder dated 15.05.2025 was filed and affirmed by one Mr. Jagjot Singh Anand, Director and authorized representative of the Applicant.

At the outset, the defences raised by the CD are nothing more than a smokescreen intended to evade its clear payment obligations. Throughout its reply, the CD heavily relies on the VSA dated 29.03.2022, claiming that the said document has altered the character of the operational debt, thereby rendering the present Application under Section 9 of the IBC not maintainable. Ironically, while the CD seeks to rely on this very VSA to escape liability, it simultaneously challenges its admissibility by alleging insufficiency of stamping. This contradictory stance is nothing but a desperate technical plea. It is crucial to note that the CD has never disputed the execution of the VSA nor denied the Applicant’s status as an Operational Creditor. On the contrary, the Agreement itself contains a clear and unequivocal acknowledgement of an operational debt of approximately Rs. 7 Crores owed to the Applicant.

In substance, the VSA dated 29.03.2022, is not a “settlement agreement” as alleged by the CD. Rather, it merely consolidates and crystallises the admitted operational debt into a single document, recording the total amount payable and prescribing a payment schedule. The Agreement specifically acknowledges the CD’s inability to clear payments due to liquidity issues, as recorded in Clause G, reiterated as under:

Thus, it functions as a statement of account confirming the dues payable to the Applicant, not as a novation or alteration of the underlying contractual relationship. Importantly, the Agreement was executed only in respect of the operational debt arising from services rendered by the Applicant under various work orders.

The CD's argument that the liability originates merely from "proforma invoices" and hence cannot constitute a legally enforceable debt is wholly untenable. It is a settled position of law that while proforma invoices, by themselves, may not always create an enforceable debt, such an argument fails when there exists an express acknowledgement of liability. In the present case, the VSA conclusively establishes the debt owed by the CD to the Applicant. Therefore, this contention is nothing more than a baseless and technical attempt to avoid payment of an admitted liability.

The CD had, on several occasions, cited financial difficulties as the reason for its failure to clear outstanding dues and approve proforma invoices. The Applicant, at the CD's request, even raised invoices addressed to the CD's Dubai-based entity. Despite accommodating these requests, the CD later expressed its inability to proceed with that arrangement as well. Consequently, the VSA dated 29.03.2022, was executed, consolidating all dues into one admitted figure and establishing a structured payment plan. Notably, Clause S of the said VSA expressly permitted the CD to make payments through any of its group entities, and the issuance of tax invoices was a mere procedural formality.

Hence, the CD's current contention that payments could not be made in the absence of tax or proforma invoices is both unfounded and contrary to the express terms of the Agreement as well as the conduct of the parties.

It is denied by the Applicant that the CD made payments toward the work performed by the Applicant. On the contrary, the CD failed to discharge its obligations despite the completion of services by the Applicant. The Agreement was executed precisely because the Applicant had completed its work but had not received payment. The total amount owed under the operational debt remained unchanged before and after the execution of the Agreement, which only set out the mode and timeline for payment. The CD's unconditional execution of the Agreement amounts to an express acknowledgement of its liability to pay the operational debt. In light of this, the CD's contention that the default does not fall within the definition of 'operational debt' under the IBC is not only untenable but also absurd.

Insofar as the alleged payments made by Halliburton Offshore directly to the Petitioner's vendors are concerned, details of which remain unknown to the petitioner, it is submitted that such payment were made solely to ensure that the work at site continued uninterrupted. The petitioner was engaged as a sub-contractor by the Respondent, and it is wholly incorrect and legally untenable for the Respondent to assert that there existed a principal-agent relationship between the Petitioner and Halliburton, thereby absolving itself of its payment obligations. In fact, it is the Respondent who unequivocally undertook to make payments towards the operational debt under the Agreement. The Respondent is now estopped from taking a contrary position and from raising such frivolous and baseless defences.

The CD's hyper-technical plea that the Agreement changed the nature of the operational debt or rendered the Application non-maintainable is entirely without merit. The Agreement serves only two purposes: first, to record an unambiguous acknowledgement of the existing operational debt; and second, to lay down a schedule for payment. There has been no alteration, novation, or substitution of the original terms between the parties that would change the debt's character or extinguish the earlier liability. Therefore, the Respondent's contention that the operational debt has been converted into a new contractual obligation is unsustainable in law and contrary to the factual record.

Accordingly, all defences raised by the CD, including those concerning the alleged insufficiency of stamping, the use of proforma invoices, or the maintainability of the Application, are devoid of substance and fail to raise any bona fide dispute. The Agreement itself stands as a categorical acknowledgement of debt and liability, leaving no room for technical or contrived objections.

Form D was submitted by the Applicant showing the date of default as 01.01.2023, default amount of Rs.91,846,849/-, and its status as "Deemed to be Authenticated".

It was agreed that the Applicant would raise proforma invoices for works completed, subject to approval by the CD. The Applicant duly completed all works as mandated under the Work Orders. Despite rendering services, the CD defaulted in payments, citing liquidity constraints, which are duly recorded.

After prolonged discussions, the parties executed a VSA dated 29.03.2022, wherein the CD unequivocally acknowledged liability of Rs.7,29,59,159/- and agreed to pay the same as per the payment schedule annexed at Exhibits A and B of the Agreement. The Agreement's sole purpose was to consolidate the undisputed outstanding debt and provide a schedule for its repayment.

The debt in question arises directly from services rendered under valid Work Orders. At no stage has the CD disputed the execution of the Work Orders or the completion of services by the OC. The entire liability crystallised under these contracts and is the basis of the admitted operational debt.

Multiple acknowledgements of liability were made by the CD through correspondence and the VSA itself. Emails dated 19.07.2021 and 20.07.2021 show explicit admissions of inability to make timely payments, coupled with assurances to pay under a structured plan. The CD's own proposal to execute multiple agreements for the consolidation of outstanding dues further reinforces its acknowledgement of the debt.

The CD has admittedly defaulted on the payment schedule outlined in the Agreement. Except for the first tranche of Rs.49,25,000/- paid on 28.08.2021, no other payment was made. Consequently, a principal sum of Rs.6,79,59,159/- remains unpaid along with statutory interest. This persistent default, despite repeated assurances, establishes clear grounds for admission of the Application under Section 9 of the IBC.

The CD's primary contention is that the operational debt lost its character after execution of the Agreement, making the present Application under Section 9 IBC not maintainable. This argument is fundamentally misconceived. The Agreement did not alter or novate the underlying operational debt. It merely consolidated the admitted dues and laid down the manner of repayment. The original debt arose from the Work Orders, and the Agreement neither extinguished nor replaced this underlying liability. The nature of the debt thus continues to be operational. In Ahluwalia Contracts (India) Ltd. v. Jasmine Buildmart Pvt. Ltd., 2023 SCC OnLine NCLAT 579, the Hon’ble NCLAT held that a settlement agreement prescribing only the mode of payment does not change the nature of the operational debt. The Tribunal clarified that where a debt arises from services or work contracts, the execution of a subsequent settlement for repayment does not bar maintainability under Section 9 IBC. The pertinent extract is reproduced as follows:

Similarly, in Ahluwalia Contracts (India) Ltd. v. Logix Infratech Pvt. Ltd., 2022 SCC OnLine NCLAT 3797, it was held that an MoU prescribing only the method of repayment, entered after final certification of bills, does not affect the operational character of the debt. The Adjudicating Authority was directed to admit the Section 9 application and proceed accordingly. Therefore, the defence that the Application is not maintainable owing to the Agreement is untenable and contrary to binding precedent.

The CD has belatedly attempted to raise a defence of pre-existing dispute based on certain prior emails. However, all such communications predate the execution of the Agreement dated 29.03.2022. Once the Agreement was signed, it served as a final settlement of all prior issues and contained an unequivocal admission of liability. Any alleged disputes before that date were resolved by mutual consent. Hence, no pre-existing dispute survived post execution of the Agreement. Raising such a defence now is merely an afterthought to evade liability. The principle laid down by the Hon’ble Supreme Court in Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd., (2018) 1 SCC 353, is directly applicable. A Section 9 petition must be admitted when the operational debt is due, default is established, and no bona fide pre-existing dispute exists. All these conditions are fulfilled in the present case.

The CD’s claim that the debt is unenforceable because it arises from “proforma invoices” is equally baseless. Initially, the CD itself requested deferment and restructuring of invoices due to liquidity constraints. The OC accommodated these requests in good faith, including by raising invoices on other associated entities of the CD.

Subsequently, the CD expressly acknowledged the same invoices in the executed Agreement, thereby confirming their validity and agreeing to pay the total outstanding. Having executed such an acknowledgement, the CD is now estopped from disputing the enforceability of the invoices.

It is further clarified that tax invoices corresponding to the proforma invoices were not raised solely because the CD failed to provide the necessary billing details. In prior instances, to assist the CD's financial arrangements, invoices were even raised on its Dubai entity. Thus, the contention regarding unenforceability is a technical ploy devoid of substance.

The CD's assertion that the date of default is vague is also incorrect. As reflected in Part IV of the Application and Form D filed on the NESL portal, the date of default is 01.01.2023, which is admitted by the CD itself in paragraph 14.2 of its Reply. Since the last tranche under the Agreement was due in December 2022, and no payment was made thereafter, the entire operational debt became due and payable on 01.01.2023. Hence, the date of default is clear and well-documented.

The Applicant has filed this case to start CIRP against the CD based on a Settlement Agreement.

However, courts have already held that default in paying instalments under a settlement agreement does not count as an "operational debt" under the IBC. This was decided by the Hon'ble NCLAT in Trafigura India Pvt. Ltd. v. TDT Copper Ltd. (Company Appeal (AT) (Insolvency) No. 742 of 2020) and Zhejiang Industrial Group Co. Ltd. v. Al Badr Seafoods Pvt. Ltd. (Company Appeal (AT) (CH) (INS.) No. 272 of 2023.

In this case, the Applicant's main claim is that the CD failed to pay the instalments mentioned in the Settlement Agreement from April 2022 to December 2022.

The Applicant has relied upon emails exchanged before the Settlement Agreement. In an email dated 02.03.2022, the Applicant stated that out of Rs.7.29 Crore, it had received Rs.49.25 Lakh and claimed that Rs.5.09 Crore remained due after certain deductions. On 07.03.2022, Halliburton Offshore informed the CD that it had agreed to pay the Applicant's subcontractors directly. Based on this arrangement, Halliburton Offshore made payments to the Applicant's 3 vendors, who then issued "no due" certificates. This shows that Halliburton Offshore, the CD, and the Applicant had a principal-agent relationship, and Halliburton Offshore had already cleared the CD's liability.

The Applicant has claimed Rs.2.40 crore as interest at 20.25% p.a. However, no contract or clause entitles the Applicant to claim such interest. The interest is also calculated on an inflated amount that includes GST, which itself is disputed. This principle has been upheld by the NCLAT, New Delhi, in Shitanshu Bipin Vora v. Shree Hari Yarns Pvt. Ltd. & Ors.

The main part of the claim, i.e., Rs.5.27 Crore out of Rs.6.18 Crore, is based on proforma invoices, which are not valid debts. If those are excluded, the remaining amount is only Rs.90.38 Lakh, which is below the Rs.1 Crore threshold required to file an IBC petition. The related GST claim of Rs.95 Lakh is also not maintainable. Even the Rs.90.38 Lakh claimed for other services (Vehicle and PMC) cannot be recovered, as those obligations were replaced by the Settlement Agreement.

The CD has already marked the purported debt as “disputed” on the NeSL portal due to all the reasons mentioned in its Reply.

The Settlement Agreement is stamped only for Rs.100/-, which is insufficient considering it is being used to enforce a monetary claim. Hence, the document cannot be legally enforced in its current form.

We have perused the documents as placed before us and heard both the Ld. Counsels for the Applicant and the CD.

The CD has unequivocally admitted that the Applicant had carried out certain civil, rental and miscellaneous works and raised proforma invoices for the same. While the CD does not dispute the execution of such works, it contends that all payments were subsequently settled through a Settlement Agreement executed on 29.03.2022 (“VSA”), which recorded a total payable amount of Rs.7,20,31,712/-, to be paid in instalments between April and December 2022. It is further undisputed that certain instalments under this VSA remain unpaid. The Applicant issued Demand Notice dated 10.04.2024 demanding an amount of Rs. 9,19,96,841/- and the CD replied to the Demand Notice on 29.05.2024. The present Application under Section 9 of the IBC has been filed by the Applicant alleging default in respect of these unpaid amounts.

The CD has made multiple acknowledgments through correspondence and the VSA. The email dated 12.07.2021 shows the inability to make timely payments by the CD which is reproduced as follows:

From the above email it is clear that the CD was unable to pay the outstanding payment to the Applicant.

As per the VSA the schedule of the outline was laid out and the CD paid the first tranche amounting to Rs. 49,25,000/- and no further payments came through from the CD. In view of these acknowledgments from the CD we find that the CD has defaulted in paying the outstanding dues to the Applicant.

The CD raised several contentions which are dealt as follows:

The Hon'ble Supreme Court in Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd., (2018) 1 SCC 353, held that where there exists a plausible dispute prior to the issuance of the demand notice, the Adjudicating Authority must determine the existence of a debt and the occurrence of default, and that there exists no pre-existing dispute before the issue of demand notice. In view of this judgement, it is seen that there exist a debt and default on part of the CD and no pre-existing dispute is raised by the CD.

The date of default is stated as 01.01.2023 which is the date when the entire admitted debt became due and payable.

The Applicant has filed the Application on 03.07.2025 which is within limitation period.

The Applicant has attached the Section 9(3)(b) affidavit stating that no dispute is raised by the CD with regard to the unpaid operational debt.

The NeSL record of default in Form D had been attached by the Applicant in the Application. The status of authentication is “Deemed to be Authenticated”. The date of default is stated as 01.01.2023 and the amount claimed is Rs. 9,18,46,849/-.

We also hold that the CD has failed to establish that the Application has been filed to extract money from the CD as has been alleged in its reply. Moreover, the Applicant has been able to establish the existence of debt recoverable from the CD and the default committed by the CD in making payment of the same.

In view of the above findings, it is clear that the Applicant has placed on record necessary evidences and materials to demonstrate the existence of the financial debt exceeding the minimum threshold of Rs.1 Crore prescribed under Section 4 of the Code due and payable by the CD as well as the default in repayment thereof by the CD. The Application is complete as all the relevant documents have been attached by the Applicant along with the Application.

The Applicant has not proposed the name of an IRP. This Tribunal appoints Mr. Madan Bajarang Lal Vaishnawa as the IRP from the panel being maintained by IBBI. On perusal of the IBBI website, it is observed that the proposed IRP has valid AFA till 31.12.2025.

We find that all pre-requisites of Section 9 of the Code are fulfilled and, accordingly, we are satisfied that the instant Application is fit for admission under Section 9 of the Code. The Applicant has attached all the documents as required and therefore the Application is complete.

We make it clear that at this stage we have not crystallised the amount as claimed in this Application; the same is left to be collated by the IRP.

This Application bearing C.P. (IB) No. 99/MB/2025 under Section 9 of the IBC, filed by M/s EnQuest PetroSolutions Private Limited, the Operational Creditor, for initiating CIRP in respect of M/s Sparklet Engineers Private Limited, the CD is admitted.

We further declare a moratorium under Section 14 of IBC, 2016 with consequential directions as mentioned below: