Chandan Kumar Singh vs Source Dot Com Private Limted

IN THE MATTER OF: Chandan Kumar Singh ...Appellants Versus Source Dot Com Pvt. Ltd. ...Respondents

Present: For Appellant : Mr. Shailendra Singh and Mr. Abhyuday Dhasmanu, Advocates.

For Respondents : Mr. M. Dutta Sr. Advocate with Mr. Amarnath, Mr. Brijesh Kumar Jha, Mr. Aditya Guha, Mr. Aayush Goyal and Mr. A.K. Soni, Advocates.

ORDER

(Hybrid Mode)

25.02.2026: Heard counsel for the appellant.

2. This appeal has been filed against the order dated 09.12.2025 passed

by National Company Law Tribunal, Guwahati Bench by which order Section

9 application filed by the appellant has been rejected. The appellant before us

has filed the application under Section 9 claiming operational debt against

the Company. The Adjudicating Authority after hearing both the parties has

dismissed the application. The relevant observations by Adjudicating

Authority in paragraph- 4.4 and 4.6 are as follows:-

"4.4. The Petitioner asserts that the PSA was entered into with the Respondent Company and that the Respondent Company acknowledged the liability. However, the PSA itself, on the very face of it, contradicts this:

i. The PSA explicitly states that Mr. Pravin Singh was "acting in his personal capacity and representing his personal obligations".

ii. Clause 1.3 unequivocally states that the settlement amount is a "personal obligation of Mr. Pravin Singh" and shall be treated as "his personal debt to Mr. Chandan Kumar Singh. Independent of any corporate obligations". iii. The cheques were issued from the "personal bank account" of Mr. Pravin Singh.

4.6. The Respondent Company has also placed on record that, as on the date of execution of the PSA, i.e. 29.05.2025, it was under

an admitted CIRP pursuant to the order dated 21.05.2025 in the petition filed by Stratvisors. Upon such admission, the powers of the Board stood suspended in terms of Section 17 of the Code, and the management of the Company vested exclusively in the Resolution Professional. Consequently, even assuming that the PSA purported to bind the Company, an individual whose powers stood suspended could not have represented or bound the Respondent Company. Any such act would, in law, be void and incapable of creating an enforceable corporate obligation. The Petitioner has not produced any material to show that the Resolution Professional approved, ratified, or otherwise recognised the alleged PSA."

3. Ld. Counsel for the appellant challenging the order has filed this

appeal. It is submitted that the appellant was associated with the company

and the Private Settlement Agreement was made because the company was in

the CIRP due to which the appellant mentioned it in the personal capacity

however, it was to bind the Company itself.

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4. We have considered submission of the appellant and perused the

record.

5. The Adjudicating Authority has noted the content of Private Settlement

Agreement as relied by the appellant and when it specifically mentioned that

appellant acting in his personal capacity and representing his personal

obligation has entered into a settlement. We are of the view that company

could not be bound by the said agreement and that was not any case of

operational debt again the company. Adjudicating Authority has rightly

rejected Section 9 application. We, however make it clear that it shall be open

for the appellant to take such other remedy as available in law for his debts.

In view of the fact that we are dismissing the appeal, the cost imposed

is waived of. The appeal is dismissed subject to above.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical) harleen/MD

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