Om Sai Moulds & Plastics vs Pllastomax Engineering Private ...

[Arising out of the Order dated December 11, 2024, passed by the 'Adjudicating Authority' (National Company Law Tribunal, Court-V, Mumbai Bench) in C.P(IB) No.177 /MB/2023]

IN THE MATTER OF: OM SAI MOULDS & PLACTICS A Partnership Firm Having its Office at: D-111, MIDC, Ambad, Nashik - 422 010, Maharashtra Email: niilesh.dahanukar@omsaimoulds.com ...Appellant

Versus

1. Pllastomax Engineering Private Limited A Company incorporated under the provisions of Companies Act, 2013 (as amended till date), Having its Registered Office at: Flat No.7, Shriram Apartment, College Road, Amandwan Colony, Nashik - 422007, Maharashtra Email: ashwini.gaurang@gmail.com; accounts@pllastomax.com Mobile: (+91) 9820063929

Also At: SR. No.176/ 1/2, P. No.52, Shri Guru Gajanan Industrial Estate, Villoli Shivar, Ambad, Nashik, Maharaslltra-422010 ...Respondent No. 1

2. Sheetal Dahanukar Flat No. 2605, Wing-13, Casa Scereno, Lodha Amara, Kolshet Road, Thane (West) - 400607, Maharashtra. Email: sheetalj9@gmail.com; Mobile No: (+91) 9892653381 ...Respondent No. 2

Present: For Appellant : Mr. Vijay Nair, Mr. Arpit Dwivedi, Mr. Manmeet Nagpal, Ms. Sakshi Kapoor, Advocates.

For Respondent : ORDER

(Hybrid Mode)

[Per: Arun Baroka, Member (Technical)]

The Appellant - Om Sai Moulds & Plastics has filed an Appeal against

the dismissal of Section 9 Application 9 filed before the Adjudicating

Authority. The claims debt and default a sum of ₹1,27,91,513/- with includes

principal amount of ₹1,21,76,420/- and interest of ₹ 6,15,093/-.

Brief facts of the case

2. The Appellant-OC-Om Sai, an Operational Creditor, filed the Section 9

Petition for recovery of ₹ 1.27 crore (inclusive of interest) against the Corporate

Debtor for goods supplied between 2021 and 2022. The goods, being plastic

injection moulds, were delivered with proper invoices and duly acknowledged

delivery challans. No disputes were raised at the time of supply. Despite

multiple reminders and a statutory Demand Notice, the Respondent failed to

make the payment. The NCLT dismissed the Section 9 Petition on the ground

that the claim was motivated by personal disputes between the parties,

specifically the matrimonial dispute between Mr Nilesh Dahanukar (partner

of the Appellant) and Mrs Sheetal Dahanukar (director of the Respondent),

and allegations of oppression and mismanagement by minority shareholders.

The NCLT imposed a cost of ₹ 10 lakh on the Appellant for filing a frivolous

and vexatious Petition. The Appellant contends that the NCLT erred in

dismissing the Section 9 Petition based on personal disputes, which do not

qualify as a "dispute" under Section 5 (6) of the Code. It is claimed that the

Code mandates that the dispute must relate to the existence of the debt,

Company Appeal (AT) (Insolvency) No. 261 of 2025 2 of 31 quality of goods, or breach of representation or warranty. The disputes raised

by the Respondent were unrelated to these criteria. The Corporate Debtor

admitted the debt and default, and there was no objection raised regarding

the quality of goods supplied. The NCLT lifted the corporate veil to consider

personal disputes and minority shareholder conflicts, which are irrelevant to

operational debt and default under the Code. The Appellant had paid GST for

the transactions, further validating the genuineness of the debt. The

Appellant seeks to set aside the Impugned Order and admit the Section 9

Petition to initiate the Corporate Insolvency Resolution Process ("CIRP")

against the Corporate Debtor.

Submissions of the Appellant

3. The Appellant, an Operational Creditor, filed Section 9 Petition for

recovery of ₹ 1.27 crore (inclusive of interest) against the Corporate Debtor for

goods supplied between 2021 and 2022. The goods were delivered with proper

invoices and duly acknowledged delivery challans. No disputes were raised at

the time of supply. Despite multiple reminders and a statutory Demand

Notice, the Respondent failed to make the payment. The NCLT dismissed the

Section 9 Petition on the ground that the claim was motivated by personal

disputes between the parties, specifically the matrimonial dispute between

Mr Nilesh Dahanukar (partner of the Appellant) and Mrs Sheetal Dahanukar

(director of the Respondent), and allegations of oppression and

mismanagement by minority shareholders. The Appellant contends that the

NCLT erred in dismissing the Section 9 Petition based on personal disputes,

which do not qualify as a "dispute" under Section 5 (6) of the Code. The Code Company Appeal (AT) (Insolvency) No. 261 of 2025 3 of 31 mandates that the dispute must relate to the existence of the debt, quality of

goods, or breach of representation or warranty. The disputes raised by the

Respondent were unrelated to these criteria. The Corporate Debtor admitted

the debt and default, and there was no objection raised regarding the quality

of goods supplied. The NCLT incorrectly lifted the corporate veil to consider

personal disputes and minority shareholder conflicts, which are irrelevant to

operational debt and default under the Code. The Appellant had paid GST for

the transactions, further validating the genuineness of the debt. The

Appellant seeks to set aside the Impugned Order and admit the Section 9

Petition to initiate the Corporate Insolvency Resolution Process ("CIRP")

against the Corporate Debtor.

4. The Respondent Company had admitted the claims of the Appellant.

The Code for the purpose of Section 9 Petition mandates that the "dispute"

ought to be a dispute in relation to existence of the amount of debt; quality of

goods or services; or the breach of a representation or warranty. Section 5 (6)

of the Code defines "dispute" as under:

"(6) "disputes" includes a suit or arbitration proceedings relating to-

(a) the existence of the amount of debt

(b) the quality of goods or service

(c) the breach of a representation or warrant"

Section 4 (11) of the Code defines "debt" as a liability or obligation in respect

of a claim which is due from any person and includes a financial debt and

operational debt. Section 4 (12) of the Code defines "default" as non-payment

of debt when whole or any part or instalment of the amount of debt has

Company Appeal (AT) (Insolvency) No. 261 of 2025 4 of 31 become due and payable and is not paid by the Debtor or the Corporate

Debtor, as the case may be. In view of above, the non-payment of invoice

amount by the Respondent post supply of goods pursuant to the Work Order

constitutes a legal and valid "debt" under the Code.

5. The dispute alleged by Mrs Sheetal Dahanukar, one of the directors of

the Respondent-CD-Plastomax Engineering were not "disputes", and they fall

outside Section 5 (6) of the Code - warranting rejections of the Section 9

Petition as the same did not relate to the existence of the amount of debt

claimed by the Appellant or quality of goods or services provided by the

Appellant to the Respondent. The disputes alleged by one director of the

Respondent were relating to matrimonial dispute between her and one of the

partners of Appellant being spouses. Similarly, another dispute alleged by one

of the Director of the Respondent was related to pending oppression of

minority shareholder of the Respondent Company and mismanagement of

affairs of the Respondent Company. The Section 9 Petition arose out of non-

payment of invoices raised by the Appellant-OC-Om Sai against supply of

plastic injection moulds/dies requested for production of irrigation parts

against several Work Orders issued on the Appellant by the Respondent

during the year 2021. The pendency of dispute between the shareholders of

Respondent Company and/or matrimonial dispute between one of the

partners of the Appellant and director of Respondent Company, who happen

to be husband and wife cannot be a ground for rejection of Section 9 Petition.

None of the grounds failing under Sub-Section 5 (ii) of Section 9 of the Code

Company Appeal (AT) (Insolvency) No. 261 of 2025 5 of 31 existed for rejection of the Section 9 Petition. Sub-Section 5 (ii) of Section 9

provides that Section 9 Petition can be dismissed by the Adjudicating

Authority if-

(a) The Application made under Sub-Section (2) is incomplete

(b) There has been payment of the unpaid operational debt

(c) The Creditor has not delivered the invoice or notice for payment to the Corporate Debtor

(d) Notice of dispute has been received by the Operational Creditor or there is a record of dispute in the information utility

(e) Any disciplinary proceeding is pending against the proposed Resolution Professional

6. The disputes alleged by the Respondent were not disputed in relation

to existence of debt, quality of goods and service and/or breach of

representation or warranty. In the plea raised by one of the Director of

Respondent Company that one of the partner of Appellant was running and

managing the Respondent and she was merely a namesake shareholder and

Director is considered for the sake of arguments without admitting any

liability arising therefrom then the Appellant would not have filed and

instituted the Section 9 Petition seeking insolvency of its own Company. Thus,

Section 9 Petition was liable to be admitted at the threshold.

7. Despite having received the emails dated 25.08.2022 and 09.11.2022

and also Demand Notice dated 29.11.2022, the Intervenor/Director of the

Respondent did not dispute the transaction with the Appellant against which

payment was sought nor had filed any suit/litigation claiming that the

Appellant had forged and fabricated the Works Orders as alleged to contest

the Section 9 Petition. Further, the Appellant had deposited GST payment to

Company Appeal (AT) (Insolvency) No. 261 of 2025 6 of 31 the tune of Rs 18,57,420/- on the basis of e-way bills for the material supplied

to the Respondent/Corporate Debtor. The Appellant would not have deposited

such a hefty sum only to cause harassment to the wife.

Submissions of Respondent No 2

8. Bases the materials placed on record, we note the contentions of the

Respondent's Director-Mrs. Sheetal Dahanukar - intervener in original

application before the adjudicating authority.

9. The Petitioner and the Respondent Company have direct nexus with

each other and effectively are governed and controlled by same set of people.

As such the Deponent has not even been provided the hard/physical copy of

the present Petition.

10. The goods alleged to be supplied were never actually supplied to the

Respondent Company. Back-dated invoices and purchase orders were signed

by Ashwini on Nilesh's insistence and the same is clear from Reply filed by

Respondent Company. The delivery note annexed to the Petition does not bear

signature of any of parties of Respondent Company, which clearly shows none

of goods as alleged were supplied by the Petitioner firm. Furthermore,

generating e-way bill does not in any way confirm or show that the material

is being delivered rather the same is generated by Petitioner firm. The

Petitioner firm had all means, that is, signed back dated purchase orders and

invoices to generate false e-way bills. This clearly shows that Petitioner firm

has forged the documents to pressurise the Deponent and put the

Respondent and, hence, the Deponent under financial burden. Company Appeal (AT) (Insolvency) No. 261 of 2025 7 of 31

11. Due to certain astrological reasons and to avail the subsidies for women

led Company and in order to show that the Company is owned and led by

women, the Deponent and Ashwini were made Directors of the Respondent

Company. However, the Company i.e. Respondent-CD-Plastomax

Engineering and its day-to-day affairs were run by Nilesh and Gaurang.

Respondent's Director-Mrs. Sheetal Dahanukar had limited role in running

the Company except signing certain documents and forms etc. Respondent

No 2 was not at all involved in the day-to-day business activities of the

Respondent Company and it was in fact Nilesh viz. the partner of the

Petitioner itself, along with Gaurang who used to run the Respondent

Company as their own. Taking advantage of the said fact, Nilesh has 'created'

fake invoices merely in order to bring the present frivolous petition without

there being any real underlying business/trading transactions between the

Petitioner and the Respondent Company.

12. The registered and official email address/ID of Respondent Company

viz. niilesh.dahanukar@omsaimoulds.com, as shown in the master data of

the Respondent Company, is in fact the personal work email ID used by Nilesh

for the official and business purposes of the Petitioner firm and in the name

of the domain of the Petitioner firm. The said email ID, just like the

Respondent Company, is completely managed and operated by Nilesh viz.,

the partner of the Petitioner herein. This clearly shows the extremely close

nexus between the Petitioner and the Respondent Company as well as their

management and operations, which are being run by the same email id for

Company Appeal (AT) (Insolvency) No. 261 of 2025 8 of 31 the convenience of Nilesh who in fact runs the Respondent Company as well

making it easy for Nilesh to create fake paperwork forming the basis for the

present frivolous proceedings.

13. Further, the registered address of the Respondent Company viz. Flat

No. 7, Shriram Appt, PNO-37 Anandwan Colony, Nashik - 422007,

Maharashtra, as shown in the master data of the Respondent Company, is in

fact the personal residential address of Nilesh viz. the partner of the Petitioner

firm. This further clearly shows the extremely close nexus between Nilesh and

the Respondent Company as well as their management and operations. which

are being run from the same address for the convenience of Nilesh who in fact

runs the Respondent Company as well making it all the more easier for Nilesh

to create fake paperwork forming the basis for the present frivolous

proceedings given his control over the registered address of the Respondent

Company entities and their paperwork/documentation maintained at one

and the same address.

14. Nilesh is not only Respondent No 2's husband but also the partner of

the Petitioner firm but he was also placed at the post of Secretary of the

Respondent Company as stated above.

15. The captioned Petition is a frivolous Petition filed with nothing but a

malafide intention and by "creating" fake invoices in the name of the

Respondent Company in connivance with Ashwini and, hence, it should be

dismissed by imposing heavy cost on the Petitioner. The present proceedings

Company Appeal (AT) (Insolvency) No. 261 of 2025 9 of 31 are a classic example of revenge litigation. The Work Orders and invoices,

forming the subject matter of the present dispute, have been created out of

thin air without any actual underlying business transactions as allegedly

shown by the said work orders and invoices. Furthermore, none of the Work

Orders/purchase orders contain my signatures and only contains signature

of Ashwini and Gaurang which also clearly shows nexus between the parties.

16. The Reply to Demand Notice is made without proper

approval/resolution passed by the Respondent Company and furthermore,

the Deponent was never referred to in this matter.

17. Without prejudice, it is pertinent to note that Ashwini herself in the

Reply has mentioned she has signed back dated purchase orders and invoices

to the Company on Nilesh's instructions. Entire reading of Reply dated

03.01.2023 shows the nexus between the Petitioner and Ashwini, Gaurang.

Furthermore, Ashwini has mentioned in the Reply as it is pertinent to state

that Sheetal Dahanukar never attended any of the meetings of the Company

and all the decisions of the Company were taken by NPD. This is evident from

various email correspondences sent by NPD with the Company and Mr

Gaurang Ghodi that NPD was de facto a shareholder and Director of the

Company.

18. Nilesh is one of the partners of the Petitioner, Secretary of the

Respondent Company and the husband of one of Directors of the Respondent

Company. Thus, it is clear that Nilesh had plenty of access not only to the

Company Appeal (AT) (Insolvency) No. 261 of 2025 10 of 31 Respondent Company (given the ownership cum governing structure

mentioned in the foregoing paragraphs) but also Petitioner as well as the

documentation pertaining to the business relationship/transactions between

the Petitioner and the Respondent Company. Furthermore, Nilesh has access

to registered office of the Company and to Company's seal, stamp and

letterheads and he also had access to Respondent's Director-Mrs. Sheetal

Dahanukar digital signature which was kept in registered office of the

Company.

19. The entire mischief has been played by Nilesh viz. partner of Petitioner

firm only to wreak havoc in the life of wife i.e. Director of the Respondent

Company and exact revenge against her due to the ongoing matrimonial

disputes between Nilesh and Respondent's Director-Mrs. Sheetal Dahanukar.

Nilesh and Respondent No. 2 are currently going through a nasty divorce and

several other ancillary matrimonial and criminal proceedings related to the

matrimonial disputes and the same are now pending.

20. The bitterness of the partner of the Petitioner firm viz. Nilesh becomes

clear from the fact that almost all of the Work Orders and invoices forming

the basis of the captioned Petition are dated after April 2021 viz. after the date

on which disputes between Nilesh and Respondent No. 2 grew toxic and

strenuous and she left her matrimonial house viz. the registered address of

Respondent Company as mentioned above. The timing of the said invoices

Company Appeal (AT) (Insolvency) No. 261 of 2025 11 of 31 and work orders clearly show that all of it has been done by Nilesh in his spite

against Respondent No. 2 over our matrimonial disputes.

21. Further, a FIR dated 12.05.2021, No. 126 of 2021 has also been

registered against Nilesh and the related criminal proceedings are currently

underway. Also, criminal proceedings namely Cri MA No. 1290 of 2021 filed

by Respondent No. 2 against Nilesh for the offence of 'forgery' before the Court

of the Addl Chief Judicial Magistrate, Nashik. In the said proceedings, vide

an Order dated 07.11.2022, the Court found sufficient grounds to proceed

against Nilesh for offence punishable under Section 465 of IPC and, hence,

Court was pleased to issue process of summons against Nilesh viz. partner of

the Petitioner firm, and to register a Summary Criminal Case against the

Petitioner. Hence, Summary Criminal Case No. 5613 of 2022 came to be

registered. It is pertinent to note that only after passing of the Order dated

07.11.2022, the Demand Notice dated 29.11.2022 was issued by the advocate

for Nilesh against the Respondent Company merely as a counterblast to the

said Order dated 07.11.2022.

22. After filing of the FIR and under apprehension that Nilesh will create

more fake bills and withdraw monies from the Respondent Company,

Respondent No. 2 stopped/blocked the operations of the bank account of the

Company in June, 2022. Hence, as the operations of the bank account was

blocked, Nilesh, through his firm, that is, the Petitioner started raising back-

dated invoices and further fake invoices even though no goods were supplied

Company Appeal (AT) (Insolvency) No. 261 of 2025 12 of 31 to the Respondent Company only to raise financial obligations against

Respondent No. 2 who is a Director of the Respondent Company. Ashwini has

signed back dated purchase orders and invoices, the same is clear from the

Reply to Demand Notice. Furthermore, it is pertinent to note that none of the

delivery notes annexed with the Petition are signed by the Respondent

Company, which shows that goods as alleged were never delivered to the

Respondent Company.

23. It clearly shows the malafide intention of Nilesh (acting through the

Petitioner firm) in engaging in frivolous and false litigation like the captioned

Petition. Now these proceedings are nothing but a revenge litigation created

by Nilesh in order to wreak havoc in my life in view of the pending matrimonial

disputes. It is an attempt to not buy Respondent No. 2's shares in the

Respondent Company but to dissolve the Respondent Company, pocket the

alleged claims amounts and then revive the Company and operate it by

kicking Respondent No. 2 out or to make sure the same exists just on paper

with no money and/or assets making it impossible for Respondent No. 2 to

run the Respondent Company even after its revival and completion of CIRP

proceedings, if at all.

24. Before the Demand Notice was raised by the Petitioner, there were

mediation talks going on between Respondent No. 2 , Nilesh, Ashwini and

Gaurang wrt buying of Respondent No. 2's shares. However, the Petitioner,

along with Ashwini and Gaurang, has resorted to this method for kicking the

Company Appeal (AT) (Insolvency) No. 261 of 2025 13 of 31 Deponent out of the Respondent Company. Further, the nexus is clearly

established as Ashwini and Gaurang replied to the Legal Notice and failed to

appear before this Tribunal on behalf of the Respondent Company.

25. On the one hand Nilesh is trying to make sure that the insolvency of

the Respondent Company goes through by showing that the Respondent

Company is unable to pay its dues and is trying to reduce Respondent No. 2's

financial standing down to zero and on the other hand is taking a stance in

the maintenance proceedings (filed by me) decided before the Family Court,

Nashik, that Respondent No. 2 is a Director of the Respondent Company and

owns 49% stake in the same and, hence, cannot be said to be one who is not

capable for earning a livelihood for herself. On the basis of the said stance,

the Family Court also rejected interim maintenance as prayed for by

Respondent No. 2. Thus, Nilesh is trying to blow hot and cold at the same

time and this Tribunal should be pleased enough to take a note of the same

and stop the Petitioner at the threshold by dismissing the captioned Petition

in limine.

26. Nilesh, the Petitioner firm, Gaurang (through Pan Products) and

Ashwini, are all conspiring in order to gain financial advantage to all of them

with regards to an outstanding loan amount of ₹ 42,12,000/- due and payable

to SIDBI. A loan of the said amount under loan agreement dated 21.12.2020

was borrowed by Respondent Company and Pan Products as co-borrowers

and in lieu of the same, a charge has been created on certain moveable

Company Appeal (AT) (Insolvency) No. 261 of 2025 14 of 31 properties and a fixed deposit belonging to the Respondent Company, as more

particularly stated in the said agreement dated 21.12.2020. Also, the claim

in the captioned Petition is conveniently higher than that of the outstanding

loan which can be repaid from the claim amount herein (as sought to be

recovered in the insolvency process if the Petition gets admitted) which means

that effectively the Respondent Company will repay the entire loan on

Respondent's Company as alienation of the assets of the Respondent

Company will render the value of my share/stake in the Respondent

Company effectively nil since the Respondent Company doesn't have any

other major assets. There can also be some of my personal liability since the

assets of the Respondent Company is clearly not enough to make up for the

claim amount.

27. If the captioned Petition is actually admitted and CIRP proceedings are

initiated, there will be claims from Pan Products as well since they have also

created a fake claim based on fabricated documents/invoices which come up

to ₹ 70,00,000/-. The same is also done with the aid and support of Ashwini

who is also a partner in Pan Products along with her husband viz Gaurang.

Further, Pan Products is also the co-borrower of the said loan of ₹ 42,12,000/-

and their conduct, as described in the oppression mismanagement Petition is

to completely try and evade the burden of repayment of the said loan and

push the brunt of the same completely on the Director, that is, Respondent

No. 2. All of this highlights a clear scheme of fraudulently creating claims and

filing the present frivolous petition against the Respondent Company only to

Company Appeal (AT) (Insolvency) No. 261 of 2025 15 of 31 corner Respondent No. 2 and put the brunt of losses and repayment of loan

singly on Respondent No. 2.

28. Furthermore, Respondent No 2 claims that the partners of the

Petitioner along with the other Director and Gaurang have conspired together

by creating fake bills, documents and misusing the official documents of the

Respondent Company and used fake bills etc. without her knowledge and

consent. Furthermore, it is claimed that many financial documents,

transactions documents etc. were signed with Respondent No 2's digital

signature without her knowledge and consent. Hence, Respondent No 2 has

also filed a police complaint to Officer-in-Charge/Senior Police Inspector,

Kasarvadavli Police Station, Thane, 400615, on 01.06.2023 via email.

29. Also, another matter was pending before the Micro Small Medium

Enterprise Facilitation Council, wherein the Council was dealing with similar

cause of action and similar amounts had been claimed by the Petitioner

herein before this Tribunal. On filing of Intervention Petition by Deponent, the

Petitioner withdrew the same. This has been done with the sole intention to

get an award to show that there is no pre-existing dispute and to indulge in

forum shopping. This Tribunal should not consider the Company Petition filed

by the Petitioner on its merits.

30. The Petitioner did not include Respondent No 2's Reply in the Petition

and the Petitioner as well as Ashwini failed to inform the Deponent about

actions taken on behalf of the Respondent Company. This non-disclosure and

Company Appeal (AT) (Insolvency) No. 261 of 2025 16 of 31 lack of transparency clearly shows that this is a well-planned Company

Petition to dissolve the Respondent Company and discharge its liabilities for

pennies on dollar by the Petitioner and the Respondent Company.

31. It is claimed that Respondent No 2's digital signature was used without

her knowledge and consent in financial transactions, which further raises

concerns about the authenticity of the claims in the Petition. The Respondent

No 2 blocked the operations of the Respondent Company Company's bank

account due to apprehension of misuse by the Petitioner. The Company

Petition is a reaction to legitimate actions taken by the Deponent to protect

the company's finances. The Respondent No 2 claims that the present

Company Petition has been filed by the Petitioner in connivance with the

Respondent Company and the other director and the claim is false claim. The

Claim has been filed as counter blast to marital proceedings going on between

the Deponent and husband of the Deponent. Hence, on this ground the

Petition should be dismissed with costs.

Appraisal

32. Recapitulating the case in hand, we note that the Appellant-OC-Om Sai

filed the Section 9 Petition under the IBC to seek the initiation of the

Corporate Insolvency Resolution Process against Respondent-CD-Plastomax

Engineering. The Appellant's claim arises from operational debt of about

₹1.27 crore (including interest) for goods supplied by the Appellant-OC-Om

Sai under eight work/purchase orders issued between 2021 and 2022. It is

contended that the Appellant-OC-Om Sai provided invoices, delivery challans,

Company Appeal (AT) (Insolvency) No. 261 of 2025 17 of 31 and received no objections from the Respondent-CD-Plastomax Engineering

at the time of delivery. The Appellant-OC-Om Sai issued a statutory demand

notice on 29.11.2022, claiming Appellant-OC-Om Sai ₹ 1.27 crore, which was

acknowledged by the Respondent-CD-Plastomax Engineering on 12.12.2022

admitting the debt but offering frivolous pleas regarding non-payment. In its

reply to the demand notice dated 12.12.2022, the Respondent acknowledged

the delivery of goods but claimed that the payment was contingent on the

Respondent becoming profitable, which constitutes an acknowledgment of

debt. Despite multiple reminders and a statutory demand notice under

Section 8 of the IBC, the Corporate Debtor failed to make the payment for the

goods supplied.

33. On 24.01.2023, the Appellant filed the Section 9 Petition for initiating

CIRP against the Corporate Debtor due to the default in the payment of ₹1.27

crore. However, on 25.01.2023, the Respondent's Director-Mrs. Sheetal

Dahanukar- who is the wife of Director of the Appellant firm filed a counter

petition under Section 241-242 of the Companies Act, 2013, to address

shareholder disputes and involving the partner of the Appellant as a party.

On 31.10.2023, Mrs. Sheetal Dahanukar filed an Intervention Application

(No. 60 of 2023) seeking to intervene in the Section 9 Petition and raise

objections against it.

34. On 11.12.2024, the NCLT - Adjudicating Authority dismissed the

Section 9 Petition of the Appellant, finding it to be a "blatant attempt to

misuse the process of law" for personal agendas between the parties. The Company Appeal (AT) (Insolvency) No. 261 of 2025 18 of 31 NCLT - Adjudicating Authority highlighted the personal disputes between the

parties, including a matrimonial dispute involving one of the partners of the

Appellant and the Respondent's director, and shareholder oppression and

mismanagement allegations. The NCLT - ADJUDICATING AUTHORITY also

imposed a cost of INR 10 lakh on the Appellant for filing a frivolous and

motivated petition.

35. Before the Impugned Order on 11.12.2024, on 31.10.2023, an

Intervention Application (No. 60 of 2023) was filed by Mrs. Sheetal Dahanukar

in the ongoing Section 9 Petition, who is one of the directors of the Corporate

Debtor (Respondent). The intervention was intended to raise objections

against the Section 9 Petition and seek the dismissal of the petition based on

the personal and matrimonial disputes between the parties involved. Mrs.

Sheetal Dahanukar contended that the Section 9 Petition was a strategic

manoeuvre to settle personal grievances, particularly related to matrimonial

disputes between her and Mr. Nilesh Dahanukar, one of the partners of the

Appellant Company. She also brought forward the issue of oppression and

mismanagement in the Respondent-CD-Plastomax Engineering, claiming

that there were shareholder disputes affecting the Respondent Company,

which she argued were more pertinent to the dispute than the financial claims

of the Appellant. The Section 9 Petition filed by the Appellant was dismissed

by the Ld. Adjudicating Authority (NCLT) raising serious doubts about the

genuineness of the claim. The reasons cited included:

Company Appeal (AT) (Insolvency) No. 261 of 2025 19 of 31 o The close relationships between the parties involved, notably Mr. Nilesh Dahanukar (Partner of the Appellant) and Mrs Ashwini Gaurang Ghodi (Partner of the Respondent), and

o Allegations of personal disputes, such as a petition for oppression and mismanagement filed by Mrs. Sheetal Dahanukar (Director of the Respondent).

The Impugned Order notes that the petition was filed with ulterior motives to

advance personal agendas, rather than to resolve corporate debt.

36. The Appellant is seeking the following reliefs:

o Setting aside the Impugned Order dated 11.12.2024 passed by the Ld. NCLT, Court-V, Mumbai Bench, in C.P(IB) No. 177/MB/2023.

o Allowing the Section 9 Petition and initiating the Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor.

o Setting aside the imposition of costs of INR 10 lakh. o Directing the Respondent to pay the outstanding debt of INR 1.27 crore along with interest as per the applicable terms.

37. We have heard the Learned Counsel for the Appellant and also perused

the material on record.

38. Application on behalf of Appellant under Section 61(2) of the Insolvency

& Bankruptcy Code was filed read with Rule 11 of National Company Law

Appellate Tribunal, 2016 seeking condonation of delay of 9 days in filing of

the appeal arising out of impugned order dated 11.12.2024. This was

condoned vide order dated 21.02.2025.

Company Appeal (AT) (Insolvency) No. 261 of 2025 20 of 31

39. While going through the Section 9 Application, we find that Mr. Nilesh

Dahanukar, partner of the Petitioner firm, is the husband of the Intervener,

Mrs. Sheetal Dahanukar, who is a director of the Respondent Company.

Furthermore, Mr. Nilesh Dahanukar has been acting as the Secretary of the

Respondent Company. We find close nexus between the Appellant Firm and

the Respondent Company as is evident from the Agreement for Term Loan

cum Hypothecation dated 21.12.2020, entered between the Respondent

Company, i.e., M/s Pllastomax Engineering, and Pan Products, wherein Mr.

Nilesh Dahanukar has signed the said Agreement as the Secretary of the

Respondent Company. Also Mr. Nilesh Dahanukar is the Secretary of the

Respondent Company and is in such a position to have complete access to

the Respondent Company's privileged information. Further, we find that the

registered email address of the Respondent Company is

'niilesh.dahanukar@omsaimoulds.com', which is the Email address

mentioned in the Master Data of the Respondent Company. The

aforementioned email address contains the domain name of the Petitioner

Firm, i.e., Om Sai Moulds, and the name of the partner of the Petitioner Firm

i.e. Mr. Nilesh Dahanukar. Therefore, we find that the registered email

address of the Respondent Company is the Email address of Mr. Nilesh

Dahanukar, partner in the Appellant's Firm, and the said Email address

could be used for official communication of the Petitioner Firm. Therefore, in

light of the fact that the partner of the Petitioner Firm, Mr. Nilesh Dahanukar,

was placed at the post of Secretary of the Respondent Company, it becomes

clear that Mr. Nilesh Dahanukar was very well involved in the management Company Appeal (AT) (Insolvency) No. 261 of 2025 21 of 31 and operations of the Respondent Company as both the Companies are being

run by the same email address. Otherwise also the letterhead of the Petitioner

Firm bears the same Email address as that of the Corporate Debtor Company.

Furthermore, it is also noted that the registered address of the Respondent

Company is the personal residential address of Mr. Nilesh Dahanukar, the

Petitioner. Therefore, we note that the Petitioner Mr. Nilesh Dahanukar was

in a position to influence the working of the Respondent Company and is

capable of exercising control over its affairs and has also access to its

registered email address, company seal end of this.

40. On perusal of the documents placed on record, we find that the

Intervener, Mrs. Sheetal Dahanukar, one of the Directors of the Respondent

Company, is a minority shareholder in the Respondent Company, owning

49% stake in the said Company and Mrs. Ashwini Ghodi is the other Director

in the said company, having 51% shareholding. Further, upon perusal of the

reply dated 12.12.2022 filed by the Respondent Company in response to the

Demand Notice dated 29.11.2022, it has come to light that, as contented in

the reply, "Mrs. Sheetal Dahanukar never attended any of the meetings of the

Company and all the decisions of the Company were taken by NPD ("Nilesh

Dahanukar")". Further, it was also contented in the said reply that "NPD

insisted that Ashwini Ghodi should sign back dated purchase orders and

raised various invoices to the Company". The relevant extract from the reply

of the Respondent-CD-Plastomax Engineering dated 12th December 2022 is

as below:

Company Appeal (AT) (Insolvency) No. 261 of 2025 22 of 31 "...

7. However, since May 2021, the operations of the Company were obstructed owing to the personal disputes between NPD and NPD's wife Mrs. Sheetal Dahanukar who is named as a director/shareholder of the Company. It is pertinent to state that Sheetal Dahanukar never attended any of the meetings of the Company and all the decisions of the Company were taken by NPD. This is evident from various email correspondences sent by NPD with the Company and Mr. Gaurang Ghodi that NPD was de facto a shareholder and director of the Company. Meanwhile, Ashwani Ghodi kept on investing money in the Company.

8. In June 2021, NPD attempted to transfer the shares held in the name of Sheetal Dhanukar to himself. However, he was unsuccessful. Moreover, both the parties continued incurring expenses towards business operations of the Company and it was reagreed that that the payments towards the same will not be done unless the Company is profitable.

9. It is pertinent to state that, upon several occasions your Client's partner, NPD insisted that Ashwini Ghodi should sign backdated purchase order's and raised invoices to the Company misinforming as that the same is required only to confirm receipt of the goods by the Company. However, your Client's partner, NPD, specifically agreed that the payment was due only after Company is profitable. Therefore, Ashwini Ghodi signed the purchase order periodically only to confirm receipt of the moulds and upon a clear understanding that quantum and time of payment will be agreed when the Company is profitable."

[emphasis supplied]

41. Upon perusal of the Purchase Orders, which form basis of the current

Company Petition, annexed as "ANNEXURE V-1 to V-8", we find that all the

said Purchase Orders have been signed by Mrs. Ashwini Ghodi or Mr.

Gaurang Ghodi, and not a single Purchase Order bears the signature of the

Intervener, Mrs. Sheetal Dahanukar. Further it is claimed by the Intervener

that all the said purchase orders are post April 2021, which is after the date

on which dispute between Mr. Nilesh Dahanaukar and the Intervener grew

strenuous and the intervener left her matrimonial house. This disputed

nature of the aforementioned facts raises serious doubts about the

Company Appeal (AT) (Insolvency) No. 261 of 2025 23 of 31 genuineness of the claim filed by the Petition Firm. Thus, the Intervener's

contention with respect to the same holds merit and cannot be ignored.

42. We also find that Mr. Gaurang Ghodi, partner of Pan Products and the

husband of Mrs. Ashwini Ghodi (Director of Respondent Company), are

involved in the internal affairs of the Respondent Company. The same can be

noted from an email dated 03.01.2023 sent by Mr. Gaurang Ghodi using the

email address of the Respondent Company to the Intervener, which is

extracted by the AA in the impugned order as follows:

Thus, in view of the abovementioned email, we find that there exists a nexus

between the partner of Pan Products, Mr. Gaurang Ghodi, and the

Respondent Company and Mr Nilesh who is the Director of Appellant-OC-Om

Sai. In view of the aforementioned email dated 03.01.2023 and the Purchase

Orders dated 27.10.2021 and 13.06.2022, which are signed by Mr Ghodi, we

find that Mr. Gaurang Ghodi is also involved in the day-to-day internal affairs

and workings of the Respondent-CD-Plastomax Engineering, to such an

Company Appeal (AT) (Insolvency) No. 261 of 2025 24 of 31 extent that Mr. Gaurang Ghodi was in a position to send official emails and

even sign Purchase Orders on behalf of the Respondent Company.

43. We also note that Mrs. Sheetal Dahanukar, the intervener, in January

2023, has filed an Oppression and Mismanagement Petition with Company

Petition No. 66 of 2023 before the NCLT under Sections 213, 241 to 242 of

Companies Act, 2013. This was against oppression and mismanagement being

faced by her in the Corporate Debtor Company and the said Petition has been

filed against Mrs. Ashwini Ghodi (Director of the Corporate Debtor), Mr.

Gaurang Ghodi (Partner in Pan Products), Mr. Nilesh Dahanukar (Partner in

Petitioner Firm), Om Sai Moulds and Plastics (Petitioner Firm), and Pan

Products (Partnership run by Mr. and Mrs. Ghodi). The contentions as raised

by Mrs. Sheetal Dahanukar in the reply to the present Company Petition

highlight the blatant collusion between Pan Products and the Petitioner Firm,

Om Sai Moulds & Plastics, and further evidencing the said oppression and

mismanagement against her.

44. There are also criminal proceedings pending against Mr. Nilesh

Dahanukar, including an FIR and an Order by the Hon'ble Chief Judicial

Magistrate, Nashik, finding sufficient grounds to proceed against him for

offences under Section 465 of IPC, which casts a shadow on the credibility of

the present Company Petition. The fact that the Demand Notice was issued

shortly after these legal developments suggests that it may be a retaliatory

measure rather than a genuine attempt for resolution of the Corporate

Debtor/Respondent Company.

Company Appeal (AT) (Insolvency) No. 261 of 2025 25 of 31

45. We also note allegations of fabrication of documents as alleged by the

Intervenor, Mrs. Sheetal Dahanukar who is wife of the Petitioner. The

Intervenor has raised serious allegations about the authenticity of the

invoices and purchase orders presented by the Petitioner. While the Petitioner

has contended that the invoices are genuine and based on actual

transactions, the close relationship between the parties and the

circumstances surrounding the case raise doubts about the veracity of these

claims. Further, as it is evident from the perusal of the documents on record,

vide an order dated 07.11.2022, the Hon'ble Addl. Chief Judicial Magistrate,

Nashik found sufficient grounds to proceed against Mr. Nilesh Dahanukar for

the offence punishable under Section 465 of IPC. Thus, keeping this offence

of forgery committed by Mr. Nilesh Dahanukar in mind and in view of the

contentions raised by the Intervener, we have sufficient grounds to believe

that it is plausible for Mr. Nilesh Dahanukar to forge signature of his wife, the

Intervener and the contention raised by the Intervener with respect to the

same holds merit and cannot be brushed aside.

46. The Appellant claims to qualify as an operational creditor under Section

5(20) of the IBC, and accordingly claims that the debt is clearly an operational

debt arising from the supply of goods to the Respondent. It claims that the

personal and matrimonial disputes raised by the director of the Respondent

do not constitute a "dispute" as per Section 5(6) of the IBC. And the IBC

defines a "dispute" as one related to the existence of the debt, quality of

goods/services, or breach of warranty or representation, none of which are

Company Appeal (AT) (Insolvency) No. 261 of 2025 26 of 31 applicable to the alleged personal disputes between the parties. The disputes

raised by Mrs. Sheetal Dahanukar were personal in nature (e.g., matrimonial

issues and shareholder oppression) and not related to the operational debt or

quality of goods supplied. It claims that the NCLT erroneously lifted the

corporate veil to consider personal disputes, which are irrelevant to the

determination of operational debt and default and against the statutory

requirements for filing a Section 9 Petition. It is also claimed that the

Respondent did not raise any valid dispute about the debt, and the alleged

disputes are related to personal matters such as matrimonial discord and

shareholder disputes, which do not qualify as valid disputes under Section

5(6) of the IBC.

47. The Adjudicating Authority in its order has elaborated the reasons for

dismissal of Section 9 Application which are contained at paragraph 15,

which are extracted as follows:

"....

15. In light of the aforementioned observations highlighted, it stands established that there are serious doubts about the genuineness of the claim presented in the Company Petition. The close relationship between the parties, the involvement of Mr. Nilesh Dahanukar (Partner of the Petitioner Company) and Mr. Gaurang Ghodi (Partner of Pan Products) in the internal affairs of the Respondent Company, and the backdrop of personal disputes between the Intervener (Director of the Respondent Company) and Mr. Nilesh Dahanukar and also the oppression and mismanagement Petition filed by Mrs. Sheetal, suggest that this Petition is a blatant attempt to misuse the due process of law and is filed furtherance of the personal agendas between the parties rather than to resolve the Corporate Debtor. It deserves to be taken note of that the present Company Petition is an attempt to exploit the provisions of the Insolvency and Bankruptcy Code for purposes other than its true and correct objective. There exists a close nexus

Company Appeal (AT) (Insolvency) No. 261 of 2025 27 of 31 between the parties, Mr. Nilesh Dahanukar being Secretary of the Respondent Company, the personal email address of Mr. Nilesh Dahanukar and official email address of the Respondent Company is same, and there exists a blatant collusion between the Directors of Pan Products and the Petitioner Firm, and the backdrop of personal disputes all point towards a blatant attempt to abuse and misuse the legal process by misleading the courts. It further deserves to be appreciated that by filing a Petition which is evidently collusive and motivated by personal disputes, the Petitioner has attempted to play fraud on this Hon'ble Tribunal. Such a deception is gravely prejudicial to the cause and interest of justice and also to the judicial institution as well."

[emphasis supplied]

Conclusions

48. From the material which is placed on record and by the sequence of

events and circumstances, we find sufficient reasons not to agree with the

grounds raised by the Appellant to admit the Section 9 application. Firstly,

we find that there is a close nexus between the parties. The Appellant -

operational creditor and the Respondent-CD-Plastomax Engineering are

interrelated as the OC has the husband as its Director [Mr Nilesh] and his

wife [Sheetal] is the Director of CD. Furthermore, Mr Nilesh is also the

Secretary of the Respondent-CD-Plastomax Engineering. Thus, we find that

Nilesh had plenty of access not only to the Respondent Company (given the

ownership cum governing structure mentioned in the foregoing paragraphs)

but also Petitioner as well as the documentation pertaining to the business

relationship/transactions between the Petitioner and the Respondent

Company. Furthermore, Nilesh had access to registered office of the Company

and to Company's seal, stamp and letterheads and he also had access to

Company Appeal (AT) (Insolvency) No. 261 of 2025 28 of 31 Respondent's Director-Mrs. Sheetal Dahanukar's digital signature which was

kept in registered office of the Company.

49. Both husband and wife were having matrimonial disputes and have

filed criminal complaints and counter complaints against each other- which

have not been disputed by the Appellant. Also, a case of forgery has been filed

by Respondent No. 2 against Appellant-OC-Om Sai's Director Mr Nilesh and

proceedings are underway. Since the Director of the operational creditor had

full access to the management and the governance of the CD, such a situation

is not possible without him creating it. Mr Nilesh has created a situation in

which insolvency has been manufactured to make sure that the CD suffers

and in turn her wife also suffers. There is 3rd entity also namely M/s Pan

Products whose Director's [Mr Ghodi] wife Mrs Ashwini is the Director of the

CD. This third entity is also having strong control in the day to day working

and affairs of the CD. From the materials placed on record, we find that the

intervener namely Mrs Sheetal Dahunker - the Director of the CD is not

having any say in the working of the CD. We find that the personal disputes

between Mr Nilesh and Ms Sheetal have reached such extreme that Mr Nilesh

is using the insolvency proceedings through Appellant to settle personal score

and take revenge.

50. It is argued by the Appellant that the debt is clearly an operational debt

arising from the supply of goods to the respondent, invoices raised and issued

and demand notice issued and the demand was never disputed and therefore

there is a debt and a default and which was admitted also. Thus, the Company Appeal (AT) (Insolvency) No. 261 of 2025 29 of 31 Appellant qualifies as an operational creditor and argues that the personal

and matrimonial disputes raised by the director of the respondent do not

constitute a dispute as per Section 5(6) of the code. Therefore, the

adjudicating authority should have admitted the application under Section 9

of the Code. This argument presumes that all that which has been produced

before the adjudicating authority is correct and believable and not

manufactured and fabricated. From the materials placed on record and also

the sequence of events, we find that personal disputes are being settled by

creating a situation wherein insolvency is being manufactured against the

corporate debtor. In such a background, we don't have any hesitation in

concluding that the issue of admission under Section 9 does not arise.

51. We also agree with the intervener that these are not insolvency

proceedings but revenge litigation. The claim of operational debt was

motivated by personal disputes between the parties, specifically the

matrimonial dispute between Mr Nilesh Dahanukar (partner of the Appellant)

and Mrs Sheetal Dahanukar (director of the Respondent), and allegations of

oppression and mismanagement by minority shareholders. We, thus, find

that the company petition has not been filed for insolvency proceedings but

is for ulterior motives. We don't find any infirmity in the findings of the

adjudicating authority that the Section 9 application has been filed to settle

personal disputes and such an act is reprehensible. In this background, we

also agree with the finding of the adjudicating authority for imposition of a

cost of ₹ 10 lakhs on the petitioner for filing frivolous and motivated petition.

Company Appeal (AT) (Insolvency) No. 261 of 2025 30 of 31 Orders

52. Accordingly, the appeal is dismissed. All IAs are also disposed of

accordingly. No orders as to costs.

[Justice Ashok Bhushan] Chairperson

[Arun Baroka] Member (Technical) New Delhi.

April 23, 2025.

pawan

Company Appeal (AT) (Insolvency) No. 261 of 2025 31 of 31