# In the matter of Pointific Digital Private Limited

> NCLT judgment dated 2023-11-10. Citation: TCN-2023-NCLT-00766. The case involves a petition filed by mCarbon Tech Innovation Private Limited (Financial…

- **Court:** NCLT
- **Order date:** 10 Nov 2023
- **Citation:** TCN-2023-NCLT-00766
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/pointific-digital-private-limited-67d592c0

## 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 a 'Material Adverse Effect' as defined in the loan agreements and that the demand notice was issued without basis. The Financial Creditor contends that the resignation of the director does constitute a 'Material Adverse Effect' and that the Corporate Debtor has admitted

…

## 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). The claim is for INR 4,87,88,499/- as of November 30, 2022, arising 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. A share purchase agreement was executed on March 17, 2020. Mukesh Bajpai also requested a loan from the Financial Creditor to clear existing dues. A Loan Agreement dated March

…

## Issues and analysis

### Issue 1: Whether the resignation of Mukesh Bajpai, the director of the Corporate Debtor, constitutes a …

**Ratio:** The legal principle applied is the interpretation of contractual clauses, specifically

…

**Reasoning:** The NCLT reasoned that Clause-D of the agreement dated March 17, 2020, clearly states

…

**Interpretation:** The 'Material Adverse Effect' clause is interpreted broadly to include any

…

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

…

## Parties

- **Judges:** ANIL RAJ C…; Kuldip Kumar…
- **Appellants:** mCarbon Tech…
- **Respondents:** Pointific Digital…

## Timeline

- **2020-03-17 — Share Purchase…**: A share purchase agreement was executed between the Corporate Debtor and Device Book…
- **2020-03-17 — Loan Agre…**: A Loan Agreement dated March 17, 2020, was executed between the Corporate Debtor and the…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 14 — Moratorium](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-14)

---

This is a preview. The full structured summary, issues, precedents and source judgment are available on CaseEase - Legal Intelligence Simplified: https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/pointific-digital-private-limited-67d592c0