# In the matter of Pointific Digital Private Limited

> NCLT judgment dated 2023-11-10. Citation: TCN-2023-NCLT-00763. mCarbon Tech Innovation Private Limited, the Financial Creditor, filed a petition under Section…

- **Court:** NCLT
- **Order date:** 10 Nov 2023
- **Citation:** TCN-2023-NCLT-00763
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/pointific-digital-private-limited-a516fed6

## Summary

### Background

mCarbon Tech Innovation Private Limited, the Financial Creditor, filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016, seeking to initiate Corporate Insolvency Resolution Process (CIRP) against Pointific Digital Private Limited, the Corporate Debtor, due to a default on Inter-Corporate Loan Agreements. The agreements were executed on 17.03.2020, 18.03.2020, 16.10.2020 and 25.04.2022. The Financial Creditor claimed a default of INR 4,87,88,499/- as of 30th November, 2022. The Corporate Debtor argued that the resignation of its director, Mukesh Bajpai, did not constitute a 'Material Adverse Effect' as defined in the loan agreement and that the demand notice was improperly issued.

## 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 was based on a default of INR 4,87,88,499/- as of 30th November, 2022, under Inter-Corporate Loan Agreements dated 17.03.2020, 18.03.2020, 16.10.2020 and 25.04.2022. Mukesh Bajpai, the then 100% shareholder of the Corporate Debtor, approached Amit Kumar Dey, a director of Device Book Online Services Ltd, seeking investment in the Corporate Debtor. A share purchase agreement was executed on 17.03.2020. Mukesh Bajpai also requested a loan from the Financial Creditor to clear existing dues of 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 'Material Adverse Effect' clause in the loan agreement clearly states that if in the

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**Reasoning:** The NCLT reasoned that the resignation of Mukesh Bajpai, a director of the Corporate

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

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**Application:** In this case, the resignation of Mukesh Bajpai, a director of the Corporate

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## 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 17.03.2020 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)

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