Welnit Tradelink Private Limited vs Vim Meditech Private Limited

IN THE MATTER OF: Welnit Tradelink Pvt. Ltd. ...Appellant

Versus

Vim Meditech Pvt. Ltd. ...Respondent Present: For Appellant : Mr. Manu Aggarwal & Ms. Ishita Pandey, Advocates Mr. Mahesh Agarwal, Mr. Rishi Agarwala, Ms. Geetika Sharma & Ms. Madhvi Agarwal, Advocates

For Respondent : Appearance not marked

ORDER

(Hybrid Mode)

[Per: Justice Mohammad Faiz Alam Khan (Oral)]

19.05.2026 Heard Shri Manu Agarwal, Learned Counsel for the Appellant,

and perused the record.

2. The proceedings of this appeal are running ex-parte against the Respondent.

3. The instant appeal has been filed by the Appellant - Welnit Tradelink Pvt.

Ltd., being aggrieved by the impugned order dated 17.09.2025 passed by the

Learned NCLT, Ahmedabad Bench, Court No. 2 (Adjudicating Authority) in

CP(IB)/274(AHM)/2025, whereby the petition moved by the Appellant under

Section 7 of the Insolvency and Bankruptcy Code, 2016 (Code) has been dismissed.

4. Learned Counsel for the Appellant while drawing our attention to the

impugned judgment submits that the Learned Adjudicating Authority has not

considered the facts of the instant case in correct perspective and has dismissed the petition on the score that the amount of Rs. 10 Crore lended by the Appellant

was an investment in lieu of allotment of 50% equity share in the CD and also that

the petition is also barred by limitation, as the date of default has been shown in

the petition as 31.03.2022, and the petition has been filed on 08.04.2025.

5. It is further submitted that, on various dates, an amount of Rs.

09,72,60,000/- was lended to the Respondent, however, the same was not

returned, despite issuance of a notice dated 23.12.2024, the amount was not paid,

and therefore, the petition under Section 7 was filed.

6. It is next submitted that the amount lended to the Respondent was a

financial debt, and therefore, it was obligatory on the part of the Learned

Adjudicating Authority to have at least issued a notice to the Corporate Debtor so

that the correct factual position have emerged.

7. It is further submitted that, even if the finding of the Learned Adjudicating

Authority, with regard to the fact that the amount lended appears to be an

investment, is correct for the sake of argument but even then on the principle of

acknowledgment the said investment on account of non-payment has transformed

into a Financial debt, as the money has neither been paid to the Appellant nor any

shares have been allotted by the Respondent.

8. It is further submitted that the petition filed by the Appellant was otherwise

within limitation, and a wrong finding on this score has also been recorded by the

Learned Adjudicating Authority. Therefore, the impugned judgment be set aside

and the matter be remanded back to the Learned Adjudicating Authority for

decision afresh.

9. Learned Counsel for the Appellant, has also drawn our attention towards

the financial statements of the CD as well as of the Appellant in order to show that, in the financial records, the money lended has been shown as debt, and the TDS is

also shown in the financials of the CD which was a living proof of the fact that the

money has been advanced as financial debt and interest has also been paid by the

CD to the Appellant.

10. We have heard Learned Counsel for the Parties and perused the record.

Having considered all the facts and circumstance of the case, and having seen the

balance sheet of the year 2021-2022 & 2022-2023, we have certain reservations

with regard to the claim of the Appellant that the amount allegedly lended by the

Appellant to the Respondent is reflected as the financial debt in the balance sheets

of the Appellant and Cd of relevant years.

11. During the course of deliberation, we noticed that on 25.02.2024, the

Director of the Appellant namely Mr. Dilipbhai Jethalal Raval, has filed a complaint

before the Judicial Magistrate First Class, Ahemdabad, under Section 138 of the

Negotiable Instrument Act against the Respondent and its Directors, namely - Mr.

Shubhash P, Alex and Mr. Mittalkumar Jagdishbhai Patel.

12. Perusal of this complaint would reflect that it has been specifically stated

therein by the Director of the Appellant that an investment of Rs. 10 Crores was

made in the CD in lieu of allotment of 50% equity shares and, since no such shares

were allotted, the cheques were issued in favour of the Appellant to the tune of Rs.

09,90,00,000/- and which were subsequently dishonoured and it is on this score

the complaint under Section 138 of the Negotiable Instrument Act has been filed by

the Appellant.

13. During the course of deliberation, it has been admitted by Learned Counsel

for the Appellant that the said complaint filed under Section 138 of the Negotiable

Instruments Act is still pending before the Court concerned. The relevant part of the complaint, particularly paragraphs 3 to 5 thereof, are relevant and are being

reproduced hereunder;

3. The complaint company was introduces to the Directors, Promoters and Shareholders of the accused company namely Ghanshaym Keshavlal Patel, Jyoshna Keshavlal patel, Shartiben Keshavlal Patel, Subhash P. Alex, Harijivan Chaturdas patel, Kanubhai Kantilal Patel and Mittalkumar Jagdishbhai Patel. Pursuant to such introduction, the aforementioned Directors, Promoters and Shareholders claimed that the accused no. 1 company was recently acquired by them, that they were in the process of recommencing and expanding operation and for such purpose needed investors who ready and willing to provide financial assistance in exchange of equity. Accordingly, after various discussions and deliberations, by and between the Directors of the complainant and the Directors, Promoters and Shareholders of accused no. 1 company it was agreed that against an investment of Rs. 10,00,00,000 (Rupees Ten Crore), the complaint will be entitled to receive 50% equity shares of accused no. 1 company. Accordingly, from June, 2021 till July 2023, the complainant has invested a large sum of money in various tranches as provided herein below;

Date Amount Bank

19.06.2021 50,00,000 ICICI Bank

19.06.2021 50,00,000 ICICI Bank

21.06.2021 50,00,000 ICICI Bank

23.06.2021 50,00,000 ICICI Bank

23.06.2021 50,00,000 ICICI Bank

25.06.2021 35,00,000 ICICI Bank

25.06.2021 40,00,000 ICICI Bank

28.06.2021 45,00,000 ICICI Bank

28.06.2021 30,00,000 ICICI Bank

29.06.2021 40,00,000 ICICI Bank 09.07.2021 50,00,000 ICICI Bank

03.06.2023 50,00,000 ICICI Bank

05.06.2023 50,00,000 ICICI Bank

07.06.2023 50,00,000 ICICI Bank

07.06.2023 50,00,000 ICICI Bank

09.06.2023 50,00,000 ICICI Bank

13.06.2023 50,00,000 ICICI Bank

15.06.2023 50,00,000 ICICI Bank

20.06.2023 50,00,000 ICICI Bank

01.07.2023 50,00,000 ICICI Bank

06.07.2023 32,60,000 ICICI Bank

4. Despite such amounts having been invested, the Directors, Promoters and Shareholders of accused no. 1 refused to part with any details in connection with the present equity of the company, the mode and manner in which the allotment of shares was to be undertaken, the price that was supposed to notionally fixed for such allotment, the purpose and utilization of the money as received from the complainant and hence, refused to share any details or data in connection with either the shares or the money as invested by the complainant. Additionally, the Directors, Promoters and Shareholders of accused no. 1 after receiving the aforementioned investment refused to either allot the equity shares or return the aforementioned invested amount. A copy of the ledger as maintained by the complaint is annexed hereto and marked as Annexure D.

5. Finally, after much persuasion, accused no. 1 to 3 with a view to make part payment towards its entirely financial obligation issued a cheque of Rs. 9,90,00,000 (Rupees Nine Crore Ninety Lac) bearing no. 000590 dated 20.12.2023 drawn upon the Mehsana Urban Co. Op. Bank Ltd. to the complainant. Original of such cheque is annexed hereto and marked as Annexure E.

14. The aforesaid paragraphs of the complaint would evidently show that the

Appellant has admitted that the amount of Rs. 10 Crore was given to the

Respondent as an investment in the CD, in lieu of allotment of 50% equity shares

in Respondent company (CD).

15. There is no loan agreement executed between the parties. Keeping in view

the admission of the Appellant in its complaint moved under Section 138 of the

Negotiable Instruments Act, it is an admitted fact to the Appellant Rs. 10 Crore

were invested by the Appellant in the CD and it was not a financial debt under

Section 5(8) of the IBC.

16. We are in full agreement with the conclusions drawn by the Learned

Adjudicating Authority and, in our considered opinion as well, the amount of Rs.

10 Crores was invested by the Appellant in the CD in lieu of allotment of 50%

equity shares of the Respondent company and on a dispute arisen some cheques

were given to the Appellant by the Respondent and on the dishonour of the same a

complaint under Section 138 of the Negotiable Instruments Act has been filed by

the Appellant. Thus, the amount given by the Appellant as share application

money cannot be treated to be as financial debt so as to enable the Appellant to

initiate insolvency process under Section 7 of the Code.

17. Since we are of the considered opinion that the amount of Rs. 10 Crores has

not been lended by the Appellant by giving any financial debt and that was an

investment in the CD the other issues with regard to limitation do not appear to be

relevant for our consideration, as on this ground alone the appeal filed by the

Appellant is liable to be dismissed.

18. Keeping in view all the facts and circumstances of the case, and for the

reasons recorded hereinabove, we do not find any merit in the appeal and the same

is hereby dismissed.

19. Pending I.A.'s, if any, are also disposed. There is no order as to costs.

[Justice Mohammad Faiz Alam Khan] Member (Judicial)

[Naresh Salecha] Member (Technical)

KS/MR