# In the matter of Pointific Digital Private Limited

> NCLT judgment dated 2023-11-10. Citation: TCN-2023-NCLT-00778. The case involves a petition filed by mCarbon Tech Innovation Private Limited (Financial…

- **Court:** NCLT
- **Order date:** 10 Nov 2023
- **Citation:** TCN-2023-NCLT-00778
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/pointific-digital-private-limited-00eb446d

## Summary

### Background

The case involves a petition filed by mCarbon Tech Innovation Private Limited (Financial Creditor) under Section 7 of the Insolvency and Bankruptcy Code, 2016, seeking initiation of Corporate Insolvency Resolution Process (CIRP) against Pointific Digital Private Limited (Corporate Debtor). The claim is based on a default of INR 4,87,88,499/- as of November 30, 2022, under Inter-Corporate Loan Agreements. The Corporate Debtor argues that the resignation of its director, Mukesh Bajpai, does not constitute an event of default and that the demand notice was improperly issued. The Financial Creditor contends that Bajpai's resignation constitutes a 'Materially Adverse Effect' as defined in the loan agreements, triggering the default.

## Facts

mCarbon Tech Innovation Private Limited (Financial Creditor) filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016, to initiate Corporate Insolvency Resolution Process (CIRP) against Pointific Digital Private Limited (Corporate Debtor) due to a default of INR 4,87,88,499/- as of November 30, 2022. This debt arose from Inter-Corporate Loan Agreements dated March 17, 2020, March 18, 2020, October 16, 2020, and April 25, 2022. Mukesh Bajpai, the then 100% shareholder of the Corporate Debtor, approached Amit Kumar Dey, a director of Device Book Online Services Ltd., seeking investment. Bajpai assured Dey that the investment would facilitate the Corporate Debtor's growth. A share purchase agreement was executed on March 17, 2020, between the Corporate

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## Issues and analysis

### Issue 1: Whether the resignation of Mukesh Bajpai from the directorship of the Corporate Debtor constitutes …

**Ratio:** The 'Materially Adverse Effect' clause in the loan agreement, specifically Clause-D,

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**Reasoning:** The court reasoned that the resignation of Mukesh Bajpai, who was a key figure in the

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**Interpretation:** The court interpreted the 'Materially Adverse Effect' clause broadly to include

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**Application:** The court applied the ratio to the facts by noting that Mukesh Bajpai's

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## Parties

- **Judges:** ANIL RAJ C…; Kuldip Kumar…
- **Appellants:** mCarbon Tech…
- **Respondents:** Pointific Digital…
- **Advocates:** Subir K…; Disha…; +4 more

## Timeline

- **2020-03-17 — Share Purchase…**: Share Purchase Agreement executed between Corporate Debtor and Device Book Online…
- **2020-03-17 — Loan Agre…**: Loan Agreement executed between Corporate Debtor and Financial Creditor for INR…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 7 — Initiation of corporate insolvency resolution…](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-7)

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