BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH AT CHANDIGARH

CP (IB) No. 177 /CHD/HRY/2024

IN THE MATTER OF:

KOREA TRADE INSURANCE CORPORATION

... Operational Creditor

VERSUS

PRI OIL AND GAS PRIVATE LIMITED

... Corporate Debtor

REJOINDER ON BEHALF OF THE OPERATIONAL

CREDITOR/OPERATIONAL DEBTOR, KOREA TRADE INSURANCE
CORPORATION

PRELIMINARY OBJECTIONS:

1) The Corporate Debtor has raised baseless claims and allegations by

way of their Reply dated 20.09.2024. At the outset, the Operational
Creditor denies each and every averment made by the Corporate
Debtor in their Reply, which is inconsistent with the facts as stated in
the Section 9 Petition filed by the Operational Creditor in this matter
bearing No. C.P. (IB)/177/(Chd)/(Hry)/2024 before this Hon’ble NCLT
around 05.07.2024 (Section 9 Petition).
2) The entire Reply revolves around three facts; 1) Pre-existing dispute 2)
Assignment Deed not being legal 3) Foreign company does not have
 Locus in filing a petition under Sec 9 of the IBC. All these facts are
incorrect and the Operational Creditor will show in the subsequent
paragraph while these facts are incorrect.
3)

4) The Reply is an attempt at misleading this Court and is full of incorrect

facts that would be tantamount to committing perjury and contempt of
Court. It is settled law that if a litigant comes to a Court with unclean
hands, he/she is not entitled to any relief. It is common knowledge
when one cannot convince one tries to confuse this is exactly what the
Corporate Debtor is attempting to do.

5) It is strange and beyond comprehension that when the bills for the 7 th
Shipment are dated 15.11.2022 and 17.01.2022 how is the Corporate
Debtor raising disputes on the quality of goods when they have not
even be shipped. It is obvious that the Emails referred to by the
Corporate Debtor pertains to the 6th Shipment and has got nothing to do
this particular shipment. This fact clearly establishes that the Corporate
Debtor is misleading the Court with the bundle of incorrect and false
facts. They failed to respond to the Demand Notice issued by the
Operational Creditor and as such as per the Law it is deemed that there
is a admission of liability and then there is no pre existing dispute.
Now, in order to cover their tracks they are now trying to show a pre
existing dispute.

6) The Operational Creditor, who is the assignee of the supplier Sandong

Metal Industry Co. Ltd had supplied the goods under two Purchase
Orders namely PRI/21-22/08/51and PRI/22-23/01/90 that were
supplied on the understanding that the Corporate Debtor would pay
 30% advance and pay the balance amount as per the monthly schedule
after the 50 days of the Bill of Lading. Instead of doing this they have
taken the goods and failed to respond to the Demand of Payment made
by the Operational Creditor. It would be relevant to submit that the
Insured and Operational Creditor sent various emails to the Corporate
Debtor concerning the payment of the 7th Shipment and reaffirmed
their full liability to pay their dues, vide Emails dated 18.08.2022,
19.08.2022, 23.08.2022, 26.08.2022, 29.08.2022, 31.08.2022,
25.10.2022, 28.10.2022, 29.10.2022, 16.11.2022, 23.11.2022,
24.11.2022, 28.11.2022, 12.12.2022, 15.03.2023 and 22.03.2023 by the
Insured and the Corporate Debtor persistently kept ignoring the
Suppliers’ follow up emails and continued to delay the payment of
dues to the Supplier and also delayed in sharing the details of
consignee, etc, for 7" Shipment, which caused delay in raising the
Invoices. The same is marked in Emails dated 18-08-2022, 23-08-
2022, and 31-08-2022 sent by the Corporate Debtor to the Supplier and
Emails dated 18-08-2022, 19-08-2022, 23-08-2022, 26-08-2022, 29-
08-2022, 31-08-2022 sent by the Supplier to the Corporate Debtor.

7) Moreover, ‘the “Corporate Debtor, vide Emails dated 28-10-2022 and

24-11-2022, promised to pay towards 7 Shipment. But the Supplier has
received only 30% advance around 16-11-2022 from Corporate Debtor
and the balance 70% i.e. USD 136,474.00 (One Hundred and Thirty-
Eight Thousand Four Hundred and Seventy-Four Collars only) is
unpaid till date. In fact, in the Email of 24-11-22(at page 89 of the
Petition) Mr. Ajay Sharma of the Corporate Debtor wrote the
following:

“ Dear Sir, Please dispatch the 7th shipment, we will pay you before
B/L approval.”
8) Further, the Emails dated 18.05.2023, 19.05.2023, 24.05.2023,
05.06.2023, 07.06.2023, 13.06.2023, 14.07.2023, 27.07.2023,
18.08.2023, 21.08.2023, 22.08.2023, 25.09.2023, 26.12.2023 and
09.03.2024 were sent by the Operational Creditor. The Corporate
Debtor however failed to respond to the Operational Creditor and has
not made any payment for the goods received by them.

The aforesaid Emails sent by the Insured/Supplier to the Corporate

Debtor seeking payment of the advance and outstanding dues for the 7 th
shipments are marked and annexed as Annexure A-9 (Colly) at Page
No. 67-83 of Section 9 Petition Paper Book.

The aforesaid Emails shared by the Corporate Debtor with the Supplier
are marked and annexed as Annexure A 10 (Colly) at Page No. 84-89
of Section 9 Petition Paper Book.

The aforesaid Emails sent by the Insured/Supplier to the Corporate

Debtor seeking payment of the advance and outstanding dues for the 7 th
shipments are marked and annexed as Annexure A-11 (Colly) at Page
No. 90-106 of Section 9 Petition Paper Book.

9) The second point regarding the invalidity of the Assignment Letter

dated 21-08-2023 (at page Annexure 12,page no. 107-116) is denied as
incorrect and false as the Assignment Letter is a valid and binding
Legal document recognised in India. Further, the Insured assigned all
 his rights in favour of the Operational Creditor through a Letter of
Assignment dated 21-08-2023 that was executed between the Insured
and Operational Creditor to recover USD 138,474.00 (One Hundred
and Thirty-Eight Thousand Four Hundred and Seventy-Four Dollars
only) i.e. (Debt Amount) till date from the Corporate Debtor on behalf
of the Insured. Hence, the Corporate Debtor was always apprised of the
facts that the supplier Sandong had assigned their rights to the Insurer
i.e., the Operational Creditor herein. Left with no option the
Operational Creditor filed a Petition under Section 9 of the Insolvency
and Bankruptcy Code, 2016. (IBC).

Both the Cooperation Request Letter dated 12-04-2023 and the Letter
of Assignment dated 21-08-2023 were enclosed with the Email dated
25-09-2023 sent by Supplier to Corporate Debtor, which are marked
and annexed as Annexure A12 (Colly) at Page No. 107-116 of the
Section 9 Petition Paper Book.

5) The Law on Assignment is well settled in the Judgments of various Courts.

The Operational Creditor’s actions are fully within the framework of the
law, reinforcing its entitlement to seek redress through insolvency
proceedings.

28.1) The Hon'ble NCLT (Kolkata) in Korea Trade Insurance Corporation

(Ksure) Vs. Ado Additives MFG Private Limited., Company Petition (IB)
No. 40/KB/2022, dated 05.06.2024, wherein it was held that
“34. It is a settled position of law, as well as the view stands already
adopted by this Adjudicating Authority on numerous occasions, relying
upon catena of decisions rendered by the Hon’ble NCLAT that the validity
or enforceability of an assignment cannot be challenged by the debtor in a
summary proceeding under the I&B Code. It is trite, axiomatic and settled
law that the assignment only changes the hands of the creditor clothing the
assignee with the authority to enforce the claim. The liability of a debtor in
regarding to creditor’s claim remains intact and does not get diluted in
any manner whatsoever. Thus, in the present case, the Respondent cannot
question the validity of assignment in a proceeding under Section 9 of the
I&B Code”.

35. We would refer the judgments of the Hon’ble NCLAT in the context as
under:
a) T. Johnson v. Phoenix ARC (P) Ltd., reported at 2019 SCC OnLine
NCLAT 244, wherein the Hon’ble NCLAT held that: “In cases involving
assignment of debts, another issue arises. Often, the corporate debtor,
whilst not challenging the locus of the assignee, may challenge the very
assignment before the NCLT. In such cases, the process adopted for such
assignment, the consideration paid for such assignment, etc, may be
challenged. The NCLT, being a tribunal of summary jurisdiction, does
not have any jurisdiction to deal with such challenges. The consideration
for assignment of debt is of no relevance in so far as the liability and
obligation on the part of Corporate Debtor is concerned. The assignment
only changes the hands of the creditor clothing the assignee with authority
to enforce the claim. The liability in regard to claim as regards the
Corporate Debtor remains intact and does not get diluted in any manner
whatsoever.”

b) Lalan Kumar Singh v. Phoenix ARC Pvt Ltd. reported at 2018 SCC
OnLine NCLAT 835, has held that “[…] declaration that the assignment
made by HSBC to ‘Phoenix’ as illegal, … can be raised only in a civil suit.
The applicant is trying to convert the proceedings under the IBC as civil
proceedings akin to a trial which is not the legislative intent.”

c) In Ranjit Kapoor v Asset Reconstruction Co (India) Ltd., reported in

2018 SCC OnLine NCLAT 1041, the Hon’ble NCLAT held that “the
question of validity of such assignment agreement cannot be gone into by
the NCLT or the NCLAT, even in an application under section 65 of the
IBC.”

36. In the aforesaid backdrop, that emanates from the legal proposition
discussed above, we are of the considered opinion that validity of an
assignment cannot be gone into in a summary proceeding as this one, and
the question whether the assignor can assign its claim to the assignor,
cannot be considered in an insolvency proceeding under I&B Code. The
liabilities of the assignor concerning the very same assets which is
assigned to the assignee would remain protected. The role of the assignee
will only be to step into the shoes of the assignor as a creditor.

41. Furthermore, we would refer to the judgment rendered by the Hon’ble

Bombay High Court in Zhejiang Medicines and Health Products Import
and Export Co. Ltd. and Ors. vs. Devanshi Impex Pvt. Ltd. reported in
MANU/MH/2737/2016 wherein it was held that in order to examine the
authenticity of a Power of Attorney, the Court needs to look into the
provisions as enshrined under Sections 57 and 85 of the Evidence Act,
1872. The Hon’ble High Court observed that:

“5. At the outset, it needs to be noted that authority to do something can be

conferred in various modes. Power of attorney is not the only mode of
conferring such authority. In fact, the requirement of a power of attorney
 to confer such authority is to be found only in the Registration Act, 1908.
Section 32 of the Registration Act, 1908 requires that every document for
registration under the Act must be presented by any of the persons named
therein. One of the named persons is an agent of the person executing or
claiming under the same, duly authorized by a power of attorney executed
and authenticated in a manner mentioned in the Act. Section 33 provides
for powers of attorney, which are recognizable for the purposes of Section
32. One of the recognized powers of attorney is a power of attorney
executed before, or authenticated by, a Notary Public. Barring these
special requirements, an authority can be created in different modes.
Particularly, a corporate organization confers authority by its resolution.
Authority may be created also by making of an affidavit. Inasmuch as
there is no legal requirement for creation of an authority by a power of
attorney executed before a Notary Public, we are not really concerned in
this matter with the validity of the authority as such. This is particularly so
since the authority is created in People's Republic of China and the
question whether or not the authority was duly conferred or created has to
be answered with reference to the law applicable in that country. No
arguments were advanced in this behalf before me. Considering, however,
that the authority in the present case is claimed on the basis of a duly
executed power of attorney before a Notary Public in China, the question
that we still need to answer is whether or not the Petitioner can rely on
the particular power of attorney in evidence. It is only in that context
that we need to consider the provisions of the Evidence Act and the
Notaries Act cited before me.

10) The Operational Creditor reiterates that the Section 9 Petition is valid,
legal, and does not contain any infirmity. The claim as made by the
 Operational Creditor is lawful, valid and enforceable and the Corporate
Debtor cannot now deny its liability to pay the same.

11) The Operational Creditor vehemently and categorically denies the mala
fide claims made by the Corporate Debtor regarding any dispute in the
quality of Goods shipped to them, etc. The dispute as sought to be
raised now at this belated stage is baseless and an afterthought and
moonshine. Such an afterthought is clearly to delay the matter.

12) The Corporate Debtor’s claim of a pre-existing dispute is without merit

and appears to be an afterthought aimed solely at evading its payment
obligations. The Corporate Debtor has raised vague allegations about
quality issues and pricing adjustments without providing any
documented evidence that these were ever genuine disputes before the
issuance of the Operational Creditor/Operational Creditor’s demand
notice.

13) The Corporate Debtor’s reference to “counterclaims” is irrelevant and

does not negate the outstanding debt owed to the Operational
Creditor/Operational Creditor. Counterclaims or alleged damages are
not a valid basis for withholding payment in IBC proceedings, and the
Corporate Debtor has shown no legitimate grounds for such claims.

14) The Corporate Debtor’s failure to respond within the statutory 10-day
period after the demand notice implies an admission of the debt. This
further confirms the debt is valid and payable.

PARAWISE REJOINDER TO COUNTER-STATEMENT OF

CORPORATE DEBTOR:
1. That the contents of Para No. 1 of the Counter-Statement are a general
denial of averments made by the Operational Creditor in the Section 9
Petition and the denials have not been substantiated by any proof. To
the contrary, the Corporate Debtor has chosen to contradict its earlier
stand which it is estopped by law. The Operational Creditor reiterates
and repeats its claims made in the Section 9 Petition.

2. The contents of Para No. 2 of the Reply are a matter of records and
need no reply.

3. The contents of Para No. 3 of the Reply are a matter of records and
need no reply.

4. The contents of Para No. 4 of the Reply are vehemently and wholly
denied as false, incorrect and misleading to the extent inconsistent with
the Section 9 Petition. There are no pre-existing disputes between the
Operational Creditor and the Corporate Debtor. According to Section 5
(6) of IBC “dispute” includes a suit or arbitration proceedings
relating to (a) the existence of the amount of debt; (b) the quality of
goods or services; or (c) the breach of a representation or warranty.
But in this case, as no suit or arbitration proceedings exist between the
Parties, so, there is no valid pre-existing dispute. Hence, there is no bar
on initiating proceedings under IBC.

The Hon'ble NCLAT in Deepak Gupta Vs. Ved Contracts Pvt.

Ltd. & Ors., Company Appeal (AT) (Insolvency) No. 1262
of 2019, dated 19.11.2019, wherein it was held that:
“However, the disputed questions relating to claims and
counter-claims cannot be determined by the Adjudicating
Authority in an Petition under Section 9 of the I&B Code”.

The Hon'ble NCLAT in Rakesh Kumar vs. Flourish Paper &

Chemicals Ltd., Company Appeal (AT) (Insolvency) Nos. 1161
of 2022, dated 27.09.2023, wherein it was held that:

“….27. Even for a moment, we assume that there is a counter-

claim of the Respondent against the Applicant/Operational
Creditor, then the same cannot be adjudicated under an
application filed under Section 9 of IBC, 2016. Here, it is
worthwhile referring to the Judgment of the Hon'ble NCLAT
passed in the matter of Deepak Gupta Vs. Ved Contracts Pvt.
Ltd. & Ors. in Company Appeal (AT) (Insolvency) Nos. 1262
of 2019, dated 19.11.2019.

“3. Learned Counsel for the Appellant submits that in the

accounts of three consecutive years, it is shown that the
amount is payable to the 'Corporate Debtor' and there are
claims and counter claims, which has not been adjudicated by
the Adjudicating Authority. However, such ground cannot be
accepted as the disputed question relating to claims and
counter claims cannot be determined by Adjudicating
Authority in an application under Section 9 of the I&B
Code...."

28. Accordingly, in light of the debt being more than the

threshold limit and amounting to Rs. 13,42,230/- as on
31.12.2019 plus interest at the rate of 18% due and payable by
the Corporate Debtor, we are of the considered view that the.
Operational Creditor has established the default on the part of
Corporate Debtor in payments of the operational debt. The
present petition filed under Section 9 fulfills all the
requirements of law……”.

Further, the Hon'ble NCLT (Chennai) in Nandamuri

Meenalatha Vs. M/s. Quality Steels and Wire Products &
Ors., Company Appeal (AT) (CH) (INS.) No. 11 of 2023,
dated 04.07.2023, wherein it was held that the Hon‘ble
Supreme Court in the case of ― Mobilox Innovations (P) Ltd.
v. Kirusa Software (P) Ltd., MANU/SC/1196/2017 : (2018) 1
SCC 353: (2018) 1 SCC (Civ) 311’’.

“51. It is clear, therefore, that once the operational creditor

has filed an application, which is otherwise complete, the
adjudicating authority must reject the application under
Section 9(5)(2)(d) if notice of dispute has been received by the
operational creditor or there is a record of dispute in the
information utility. It is clear that such notice must bring to
the notice of the operational creditor the ``existence’’ of a
dispute or the fact that a suit or arbitration proceeding
relating to a dispute is pending between the parties. Therefore,
all that the adjudicating authority is to see at this stage is
whether there is a plausible contention which requires further
investigation and that the ``dispute’’ is not a patently feeble
legal argument or an assertion of fact unsupported by
evidence. It is important to separate the grain from the chaff
 and to reject a spurious defence which is mere bluster.
However, in doing so, the Court does not need to be satisfied
that the defence is likely to succeed. The Court does not at this
stage examine the merits of the dispute except to the extent
indicated above. So long as a dispute truly exists in fact and is
not spurious, hypothetical or illusory, the adjudicating
authority has to reject the application.’’

4.1) The challenges to the Operational Creditor/Operational Creditor’s

locus standi made by the Corporate Debtor are baseless and hold no
legal substance. The Operational Creditor/Operational Creditor
respectfully submits that the Hon’ble Tribunal ought to proceed with
the admission of this Petition to initiate a Corporate Insolvency
Resolution Process (CIRP) against the Corporate Debtor.

4.2) The Operational Creditor further denies the Corporate Debtor’s claims
stating that the “Demand Notice under Section 8 of IBC Code, 2016
has been issued by a foreign company which had no trade relations
with the Corporate Debtors” is incorrect and is not substantiated by
any evidence. The Corporate Debtor has received goods from Sandong
Metal Industry Co. Ltd, (Supplier/Insured) amounting to USD 197,820
(One Hundred Ninety-Seven Thousand Eight Hundred Twenty Dollars
only) as per Commercial Invoice, dated 17-01-2023, and the
accompanying Bill of Lading dated 01-02-2023. The said transaction
of the Supplier was insured by the Operational Creditor.

4.3) Despite of constant reminders and requests, the Corporate Debtor only
paid 30% of the Operational Debt. The Supplier then by way of letter
of Assignment dated 21-08-2023, transferred all the rights and claims
 arising out of the said transaction, w.r.t the dues payable by the
Corporate debtor in favour of the Operational Creditor. Hence, it is
needless to say that there was a trade relationship between the
Corporate Debtors/Corporate Debtor and the Operational
Creditor/Operational Creditor. One of the representative office
addresses of the Operational Creditor is based out of India and is as
follows:

New Delhi Representative Office:

Unit 306-307, 3rd Floor, Tower A, Emaar Digital Bldg, Golf Course
Ext. Road, Sector 61, Gurugram, Haryana122102, India.
Tel : +91-12-4481-6193~6

The above-mentioned address is the registered office address of the

Operational Creditor, hence making the Operational Creditor a
recognised legal entity and having recognition from the government
authorities.

4.4) The Operational Creditor/Operational Debtor received all rights and

claims to the outstanding debt through a valid and enforceable Letter of
Assignment dated 21-08-2023, executed by the Supplier/Insured. This
assignment fully empowered the Operational Creditor/Operational
Creditor to recover the outstanding amounts as the rightful assignee.

4.5) Further, the Operational Creditor is a Company incorporated under the

laws of South Korea having its Registered Office at 14, Jong-ro,
Jongno-gu, Seoul, 03187, South Korea and is involved in the business
of providing comprehensive support to global commercial transaction
in the form of insurance. However, that in one such transaction, the
 Corporate Debtor approached a Supplier, Sandong Metal Industry Co.
Ltd, which is a Korean manufacturing and exporting company that
focuses on high-pressure flow line equipment in the Oil & Gas
Industry, for the purchase of Plug Valves of various description and
quantities.

4.6) Furthermore, the Supplier delivered goods valued at USD 197,820.00

to the Corporate Debtor on 01.02.2023. Although the Corporate Debtor
remitted a 30% advance payment around 16.11.2022, towards the
seventh shipment, it has, to date, failed to pay the outstanding balance
of USD 138,474.00 (One Hundred Thirty-Eight Thousand Four
Hundred Seventy-Four Dollars).

4.7) Consequently, the unpaid Operational Debt was initially due for
payment to the Supplier, Sandong Metal Industry Co., Ltd. But the
Corporate Debtor failed to pay the said Operational Debt to the
Supplier, and as a result, the Supplier recovered the said Operational
Debt amount from the Operational Creditor, Korea Trade Insurance
Corporation, which had insured the said transaction of the Supplier,
and also, assigned all the rights and claims, etc arising from the said
transaction in favour of Operational Creditor, vide Letter of
Assignment dated 21.08.2023. thereafter, the Supplier informed the
Corporate Debtor, vide Email dated 25.09.2023 and later, the
Operational Creditor also informed the Corporate Debtor vide Email
dated 26.12.2023 about the said Letter of Assignment 21.08.2023.

4.8) It is essential to note that the registered office of the Corporate Debtor
is located in India. The cause of action arises from the Corporate
Debtor's failure to make payment for the 7th Shipment, thus granting
the Operational Creditor the right to initiate proceedings under Section
 9 of the applicable Act. Additionally, the Letter of Assignment dated
21.08.2023 clearly indicates that the Supplier has assigned all rights to
the Operational Creditor.

4.9) Moreover, there exists a contract between the Supplier and the
Corporate Debtor, which stipulates the Corporate Debtor's obligation to
make payment for the 7th Shipment. This shipment was insured by the
Operational Creditor, who has already made payment to the Supplier.
Following this, the Supplier assigned all rights against the Corporate
Debtor to the Operational Creditor. Consequently, the Operational
Creditor is entitled to approach this Hon’ble Tribunal to seek
repayment of the overdue amount. This averment underscores the
Operational Creditor's rightful claim and entitles them to relief from
the Tribunal.

6) That the contents of Para 5 of the Reply are vehemently and wholly
denied as false, incorrect and misleading to the extent inconsistent with
the Section 9 Petition. That, there are no pre-existing disputes between
the Operational Creditor and the Corporate Debtor. According to
Section 5 (6) of IBC “dispute” includes a suit or arbitration
proceedings relating to (a) the existence of the amount of debt; (b) the
quality of goods or service; or (c) the breach of a representation or
warranty. But in this case, as no suit or arbitration proceedings exist
between the Parties, so, there is no valid pre-existing dispute. Hence,
there is no bar on initiating proceedings under IBC.

5.1) Further, the Judgment relied on by the Corporate Debtor in Para no. 5
of the Reply is not related to the facts of the present case because there
are no pre-existing disputes in terms of Section 5 (6) of IBC for the
 reasons stated above. Further, as the Corporate Debtor has admitted its
full liability to pay its dues as the Corporate Debtor has never raised
any objection concerning dues, hence, there are no disputed claims as
wrongly submitted by the Corporate Debtor. Thus, K-SURE, being an
Operational Creditor, is entitled to claim the unpaid Operational Debt
from the Corporate Debtor.

5.2) Further, the Supreme Court in its various judgments clarified that if
there is a clear admission of liability by the Corporate Debtor then it
can negate the argument of a pre-existing dispute.

7) The Corporate Debtor's averments, including all claims related to

emails dated 20.06.2022, 21.06.2022, 28.06.2022, and other
subsequent communications, are categorically denied. The Operational
Creditor maintains that all actions were taken in good faith, following
the agreed terms, specifications, and production schedules. Despite the
Corporate Debtor's assertions, the Operational Creditor's actions were
transparent and consistent with prior agreements.

6.1) The Corporate Debtor’s claim that the dispute arose due to quality
issues or unilateral price revisions is unfounded. The price revisions
and production modifications communicated by the Operational
Creditor were necessary due to increased material and operational
costs, as well as quality standards. Despite these adjustments, the
Corporate Debtor accepted shipments without raising formal objections
at the time, thereby acknowledging the Operational Creditor's terms.

6.2) Proforma Invoice No. SDPI-2271115-01 and Commercial Invoice No.

SDCT-220706-01 dated 17.01.2023 clearly outline the payment terms,
 which included 30% advance and a 70% balance post-Bill of Lading,
as per the original agreement. The Corporate Debtor was adequately
informed via numerous email reminders sent on dates such as
18.08.2022, 19.08.2022, 23.08.2022, 31.08.2022, 16.11.2022, and
23.11.2022 about the required advance payments.

6.3) The emails exchanged on dates including 29.08.2022, 26.10.2022,

29.10.2022, 12.12.2022, 15.03.2023, 22.03.2023, and 18.05.2023
consistently show the Operational Creditor’s diligent attempts to
communicate payment requirements and shipment schedules. These
dates underscore that the Corporate Debtor repeatedly failed to fulfil
agreed-upon payment terms, forcing the Operational Creditor to take
corrective actions to mitigate losses and delays.

6.4) The Corporate Debtor’s reference to these dates fails to support their
position. Instead, these dates indicate the Corporate Debtor’s continual
non-compliance and delayed payments, contrary to the assertions in
their complaint. For example, emails dated post-scheduled payment
reminders (from August to November 2022) demonstrate the Corporate
Debtor's pattern of delayed responses and non-payment.

8) The contents of Para No. 7 are denied as incorrect. thhe Corporate

Debtor’s allegations of dissatisfaction regarding product quality,
particularly as claimed in their email dated 27.12.2022, are repetitive
and unfounded. The Operational Creditor categorically denies these
assertions, as they merely reiterate prior grievances without introducing
any substantiated evidence or new issues. The Corporate Debtor’s
recurring reference to "leaking" issues with the plug valves is
unsupported and appears to be a tactic to evade financial obligations
rather than a genuine concern.
 7.1) The Corporate Debtor’s claim regarding "leaking at 250 psi" in the
email dated 27.12.2022 was addressed promptly by the Operational
Creditor. Furthermore, no verifiable or documented evidence of this
alleged quality concern has been provided by the Corporate Debtor.
The Operational Creditor’s products have consistently met the industry
standards and the agreed specifications.
7.2) Following the Corporate Debtor’s repetitive claims, the Operational
Creditor’s communication dated 04.01.2023 clarified the constraints on a
one-month stay and requested the Corporate Debtor to specify a visiting
date. Despite the Operational Creditor’s consistent efforts to accommodate
the Corporate Debtor, no specific date was confirmed by the Corporate
Debtor, nor did they follow through on required payments, leading to
delays in resolving any perceived issues.
7.3) The dates provided (06.01.2023, 10.01.2023, 02.02.2023, 08.02.2023, and
08.03.2023) illustrate the Operational Creditor’s diligent communication
with the Corporate Debtor, requesting both payment for pending shipments
and scheduling confirmations for inspections. Despite these reminders, the
Corporate Debtor failed to comply, indicating a pattern of negligence and
non-compliance rather than an actual quality concern.

9) The contents of Para No. 8 are denied as incorrect. Further, on

08.03.2023, the Operational Creditor again reminded the Corporate
Debtor about the outstanding balance of $138,474.00, due on 23rd
March, for the 7th shipment. The Corporate Debtor’s delayed response
and lack of payment planning further underscore their unwillingness to
fulfil contractual obligations, attempting instead to shift focus to
unsubstantiated quality issues.
8.1) The Operational Creditor denies all allegations made by the Corporate
Debtor, including claims regarding arbitrary price increases, delivery
of substandard goods, failure to address quality concerns, and undue
pressure for payment clearance. All pricing adjustments were justified
and communicated transparently, and the Operational Creditor
consistently provided goods that met the agreed-upon standards.
Quality concerns raised by the Corporate Debtor are unsubstantiated
and were addressed appropriately, with the Operational Creditor
maintaining open communication for inspections and resolving any
perceived issues. Furthermore, any payment demands were in line with
contractual obligations due to the Corporate Debtor's repeated failure
to make timely payments, contrary to their claim of regular payments.
The Corporate Debtor's allegations are unfounded, and repetitive, and
appear intended to distract from their contractual non-compliance.

10) The contents of Para No. 9 are denied as wrong. The Operational
Creditor categorically denies any claim that 80% of the Plug Valves
failed hydro testing or that there was any recurring issue with product
quality. The Operational Creditor has consistently met industry
standards and quality expectations, and no verified evidence or
independent inspection reports have been provided by the Corporate
Debtor to substantiate their claim.

9.1) The Operational Creditor welcomed the Corporate Debtor's interest in

a factory visit, as confirmed in the Operational Creditor’s email dated
14-12-2022. The Operational Creditor requested necessary details for
coordinating the visit, including duration, dates, visitor information,
and relevant documents. These reasonable requests were made to
facilitate an efficient and transparent inspection process. However, the
 Corporate Debtor’s delay in providing specifics hindered this
coordination.

9.2) The Operational Creditor, in an effort to resolve any purported

concerns, sought specific details regarding the alleged “leaking” issue,
such as the affected shipment, items, serial numbers, timeline of the
issue, and supporting evidence. Despite these requests, the Corporate
Debtor failed to provide adequate details or substantiated evidence,
rendering their claims unverified and lacking merit.

9.3) The Operational Creditor followed up diligently by requesting flight

details and confirming necessary documents for a revised invitation
letter. Yet, the Corporate Debtor did not follow through with
arrangements in a timely manner, thereby stalling any potential
inspection and failing to meet the Operational Creditor's reasonable
requirements.

11) The contents of Para No. 10 are denied as incorrect. That the Corporate
Debtor's claim regarding an alleged dispute over non-payment and
subsequent threats to withhold the seventh shipment is false, baseless
and vague.

10.1) The Corporate Debtor’s claim that they paid the outstanding balance
without delay on 17.01.2023 is not correct. However, it is relevant to
note that payment delays in previous shipments contributed to a
strained business relationship and necessitated the Operational
Creditor’s insistence on payment completion before proceeding with
shipment dispatch.
10.2) Prior to this transaction, the Corporate Debtor exhibited a pattern of
delayed payments. Despite the scheduled shipment date of 30-11-2022
for the sixth shipment, the Corporate Debtor failed to select a freight
forwarder, provide destination details, and complete the payment for
that shipment. Consequently, the Operational Creditor had to take
additional measures, including preparing the items multiple times,
causing operational inefficiencies and additional costs.

10.3) The Operational Creditor sent multiple reminders, dated 12-12-2022,

15-03-2023, and 22-03-2023, to the Corporate Debtor regarding the
outstanding balance of $138,474 for the previous shipment. The
Corporate Debtor’s delay and non-compliance led to further
complications and disrupted the Operational Creditor's manufacturing
and shipping schedules.

12) That the contents of Para No. 11 are denied as incorrect. That the
contents of the email dated 13.03.2023 from Sandong Metal Industry
are mischaracterized by the Corporate Debtor. It is denied that the
email communicated a confrontation or disagreement over the prices of
goods in trade as alleged. Further, any adjustments or revisions in the
pricing were made within the permissible limits and in accordance with
prevailing market conditions, and were not in violation of the agreed
terms of trade. It is also denied that any such revision amounted to an
'unjust' increase as alleged by the Corporate Debtor.

11.1) In reply to Paragraph 11, the Corporate Debtor’s claim about “revised
prices” being a reason for dispute is baseless. They have accepted the
terms and prices without objection until now. Their attempt to dispute
 the pricing only came after the demand notice, indicating an attempt to
delay these proceedings, not a genuine pre-existing issue.

13) The contents of Paragraph No. 12 are incorrect and are hereby denied.
It is submitted that any changes in prices were made strictly in
accordance with the contractual terms and were genuine, reflecting
necessary adjustments based on market conditions. The assertion that
prices were revised unilaterally or arbitrarily is unfounded. The
Corporate Debtor’s claim of a dispute arising from unjust price
revisions is baseless, as all revisions were lawful, reasonable, and
within the scope of the agreed terms of trade.

14) The contents of paragraph no. 13 are incorrect and are hereby denied. It is
submitted that the commercial invoices, purchase orders, and other
documents provided by the Operational Creditor are accurate and
transparently reflect the transactions between the parties. The claim that
these documents pertain only to shipments for which payment has already
been made is incorrect and misleading. The documents annexed establish
the legitimate composition of debt and are presented in full compliance
with applicable records, without any concealment of relevant facts.

These Purchase Orders dated 28-08-2021 and 12-01-2022 are marked as

Annexures 4 and 5 at Page No. 61-62 of the Section 9 Petition.

These Proforma Invoice dated 15-11-2022 are marked as Annexures 6

Page No. 63 of the Section 9 Petition.

These Commercial Invoice dated 15-11-2022 are marked as Annexures 7

(Colly) Page No. 64-65 of the Section 9 Petition.
 15) The contents of paragraph no. 14 are incorrect and are hereby denied. It is
submitted that all due amounts for previous invoices have not been fully
paid by the Corporate Debtor to Sandong Metal Industry. The Corporate
Debtor’s claim that the only dispute between the parties pertains to
revised prices is false and misleading. The invocation of the Insolvency
and Bankruptcy Code (IBC) by the Operational Creditor is lawful and
appropriate, as no established dispute would preclude its use. The
Corporate Debtor’s assertion of an 'abuse of process' is unfounded and an
attempt to avoid fulfilling their payment obligations.

14.1) It is respectfully submitted that even if, for the sake of argument, a
counter-claim by the Corporate Debtor against the Operational
Creditor/Operational Creditor were to exist, such a claim cannot be
adjudicated within the scope of an Petition filed under Section 9 of the
Insolvency and Bankruptcy Code (IBC), 2016. In support of this position,
reference is made to the Judgment of the Hon'ble NCLAT in Deepak
Gupta Vs. Ved Contracts Pvt. Ltd. & Ors., Company Appeal (AT)
(Insolvency) No. 1262 of 2019, dated 19.11.2019, wherein it was held
that 'disputed questions relating to claims and counter-claims cannot be
determined by the Adjudicating Authority in an Petition under Section 9
of the I&B Code.

14.2) Further, there are no pre-existing disputes between the Operational

Creditor and the Corporate Debtor. According to Section 5 (6) of IBC
“dispute” includes a suit or arbitration proceedings relating to (a) the
existence of the amount of debt; (b) the quality of goods or service; or (c)
the breach of a representation or warranty. But in this case, as no suit or
arbitration proceedings exists between the Parties, there is no valid pre-
 existing dispute. Hence, there is no bar on initiating proceedings under
IBC.

14.3) Consequently, there are no pre-existing disputes in terms of Section 5 (6)

of IBC for the reasons stated above. Further, as the Corporate Debtor has
admitted its full liability to pay its dues as mentioned in Para 6 of this
Rejoinder, hence, there are no disputed claims as wrongly submitted by
the Corporate Debtor. Thus, K-SURE, being an Operational Creditor, is
entitled to claim the unpaid Operational Debt from the Corporate Debtor.

16) The contents of Para No. 15 are denied as incorrect. In reply to paragraph
15, the Corporate Debtor’s reference to the Supreme Court’s judgment:
Transmission Corporation of Andhra Pradesh Limited v. Equipment
Conductors and Cables Limited [(2019) 12 SCC 697] is misplaced. The
Corporate Debtor’s attempt to conflate unrelated case law is an attempt to
mislead the Tribunal. The IBC permits the Operational
Creditor/Operational Debtor to file for recovery in cases of default,
making this Petition entirely valid.

17) The contents of Paragraph No. 16 of the reply are categorically denied as
false, misleading, and inaccurate. The Operational Creditor submits that
the outstanding amount owed to the Operational Creditor by the
Corporate Debtor is well-documented and remains unpaid. The Corporate
Debtor’s assertions regarding arbitrary revisions in pricing and lack of
due payments are baseless and were fabricated only after repeated
requests from the Operational Creditor for payment clearance. This is
evidenced by various communications documented by the Operational
Creditor showing the consistent demand for overdue amounts.
16.1) The debt in question was duly assigned to the Operational Creditor, Korea
Trade Insurance Corporation, through a valid letter of assignment from
Sandong Metal Industry Co., dated August 21, 2023. This assignment
entitles the Operational Creditor to act on behalf of Sandong Metal
Industry Co. and demand payment of the outstanding dues under the law
absence of Genuine Dispute**: The Operational Creditor maintains that
there is no pre-existing or genuine dispute between the parties regarding
the quality or pricing of goods, as alleged by the Corporate Debtor. The
Corporate Debtor’s failure to provide any credible documentation to
support these claims, such as initial complaints or evidence of product
defects, further invalidates these allegations.

The Hon'ble NCLT (Chennai) in Nandamuri Meenalatha Vs. M/s.

Quality Steels and Wire Products & Ors., Company Appeal (AT) (CH)
(INS.) No. 11 of 2023, dated 04.07.2023, wherein it was held that the
Hon‘ble Supreme Court in the case of ― Mobilox Innovations (P) Ltd. v.
Kirusa Software (P) Ltd., MANU/SC/1196/2017 : (2018) 1 SCC 353:
(2018) 1 SCC (Civ) 311’’.

“51. It is clear, therefore, that once the operational creditor has filed an
application, which is otherwise complete, the adjudicating authority must
reject the application under Section 9(5)(2)(d) if notice of dispute has
been received by the operational creditor or there is a record of dispute
in the information utility. It is clear that such notice must bring to the
notice of the operational creditor the ``existence’’ of a dispute or the fact
that a suit or arbitration proceeding relating to a dispute is pending
between the parties. Therefore, all that the adjudicating authority is to
see at this stage is whether there is a plausible contention which requires
further investigation and that the ``dispute’’ is not a patently feeble legal
argument or an assertion of fact unsupported by evidence. It is important
to separate the grain from the chaff and to reject a spurious defence
which is mere bluster. However, in doing so, the Court does not need to
be satisfied that the defence is likely to succeed. The Court does not at
 this stage examine the merits of the dispute except to the extent indicated
above. So long as a dispute truly exists in fact and is not spurious,
hypothetical or illusory, the adjudicating authority has to reject the
application.’’

16.2) The Operational Creditor’s invocation of the Insolvency and Bankruptcy

Code (IBC) under Section 9 is entirely lawful and valid, as the Corporate
Debtor has defaulted on its payment obligations despite repeated notices
and reminders. The Operational Creditor has adhered to all legal
requirements for filing this Petition, and the existence of alleged disputes
raised post-facto does not negate the Corporate Debtor's default under the
IBC provisions.

18) The contents of paragraph no. 17 of the reply are categorically denied as
false, misleading, and without merit. The Operational Creditor denies the
Corporate Debtor’s assertion that any outstanding payment issues are due
to quality disputes. Throughout the trade relationship, the Corporate
Debtor has failed to provide any documented proof, such as official
inspection reports, quality test results, or third-party evaluations, to
substantiate these claims. This alleged quality issue appears to be an
afterthought to evade legitimate payment obligations, as evidenced by the
Operational Creditor’s consistent communications regarding outstanding
dues.

17.1) The Corporate Debtor has persistently defaulted on agreed payment

schedules. Despite repeated reminders and final notices sent by the
Operational Creditor, the Corporate Debtor has neglected its contractual
duty to pay the outstanding amount. Evidence attached to the Petition, such
as the email dated 26-12-2023, confirms the overdue balance and clearly
 outlines the Corporate Debtor’s consistent failure to remit funds as per the
agreed terms.

17.2) The Operational Creditor, Korea Trade Insurance Corporation, received a

lawful assignment from Sandong Metal Industry Co., entitling it to pursue
the outstanding debt on behalf of the original creditor. This assignment
was formalized and documented on 21-08-2023, enabling the Operational
Creditor to act as a legitimate assignee to recover the unpaid balance.

17.3) Contrary to the Corporate Debtor’s claims, no pre-existing dispute exists

regarding the quality or any other terms that would prevent the Operational
Creditor from proceeding under Section 9 of the IBC. The Corporate
Debtor's failure to raise these issues in a timely manner further
demonstrates the unfounded nature of this defence.

19) In response to paragraph 18 of the reply, the Operational Creditor

categorically denies the statements made therein as false, misleading, and
an attempt to evade payment obligations. The Operational Creditor submits
that the Corporate Debtor’s reference to alleged quality issues is entirely
unsubstantiated, with no formal complaints or objective evidence provided
to support these claims. The Operational Creditor asserts that the goods
supplied were as per the agreed specifications, and the Corporate Debtor’s
claims of quality issues surfaced only after repeated demands for payment.

18.1) Furthermore, the Operational Creditor, Korea Trade Insurance

Corporation, holds a legitimate assignment of debt from Sandong Metal
Industry Co., dated 21.08.2023, entitling it to recover the unpaid dues from
the Corporate Debtor. The Corporate Debtor’s failure to honour this
obligation and attempts to fabricate disputes lack any credible basis. As a
 result, the invocation of the Insolvency and Bankruptcy Code (IBC) is
entirely justified due to the default on outstanding payments by the
Corporate Debtor

20) In reply to paragraph 19, the Corporate Debtor’s reliance on Mobilox

Innovations Pvt. Ltd. vs. Kirusa Software is misplaced. This case pertains
to the existence of a genuine dispute under IBC and does not limit the
rights of an assignee to recover debts. The Corporate Debtor’s reliance on
such case law is an attempt to mislead the Tribunal, as the Operational
Creditor/Operational Creditor’s right to file is firmly established by law.

21) In reply to paragraph 20, the Corporate Debtor’s Petition of Innoventive

Industries Ltd. v. ICICI Bank to deny the Petition is erroneous. This case
clarified that only genuine pre-existing disputes preclude admission of a
Section 9 Petition. Here, there is no evidence of a real dispute, and the IBC
allows for debt recovery by an assignee like Operational
Creditor/Operational Debtor.

22) In reply to paragraph 21, the Corporate Debtor’s reference to Korea Trade
Insurance Corporation v. Amrit Polychem Private Limited is irrelevant.
That case involved specific facts that do not apply here. The current debt
assigned to Operational Creditor/Operational Debtor by Sandong Metal is
undisputed and enforceable under IBC.

23) In response to paragraph 22 of the reply, the Operational Creditor submits

that there was a typographical error in the figures mentioned in the
Corporate Debtor's reply. The amount asserted in the Petition is correct and
accurately represents the outstanding dues owed by the Corporate Debtor
to the Operational Creditor. The Corporate Debtor’s claims regarding any
 discrepancy in amounts are incorrect, and the Operational Creditor
maintains that the figures presented in the original Petition reflect the
accurate calculation of the unpaid debt, including the interest due under the
contractual terms.

24) That the contents of Para No. 23 are denied as incorrect. However, the
statement made by the Corporate Debtor alleging that the Operational
Creditor is not an Operational Creditor is wholly and categorically denied
as incorrect. As per Section 5 (20) of the Insolvency and Bankruptcy Code
2016 (IBC), an “operational creditor" means a person to whom an
operational debt is owed and includes any person to whom such debt has
been legally assigned or transferred. In this case, Sandong Metal Industry
Co., (Insured) had legally assigned Operational Debt, that is due and
payable by Corporate Debtor, to Korea Trade Insurance Corporation (K-
SURE), i.e. Operational Creditor, vide Letter of Assignment of 21-08-2023
(Letter of Assignment). Therefore, K-SURE is deemed to be Operational
Creditor by virtue of valid Assignment.

23.1) However, the Corporate Debtor did not raise these alleged issues earlier

and did not inform the Operational Creditor about any dispute regarding
defects and detention charges in any of their correspondences since May
2018, but has raised it only after the Demand Notice was sent on 09-03-
2024. Hence, the dispute as sought to be raised at such a delayed stage is
ill-founded and an afterthought and the Corporate Debtor is estopped by
conduct from raising such dispute or claiming a right of set off or
adjustment. Moreover, the Corporate Debtor has in this respect very
conveniently chosen to conceal the fact that the said issue has already been
resolved through various Emails of the Supplier where the Supplier
approached the Corporate Debtor multiple times to Visit their Place and
 inspect the goods and for the same they have sent Email on various dates
to know the exact plan of the Operational Creditor/corporate debtor.

25) In response to paragraph 24 of the reply, the Operational Creditor

categorically denies the statements made therein as false and unfounded.
The Operational Creditor asserts its legal status as an Operational Creditor
as defined under Section 5(20) of the Insolvency and Bankruptcy Code
(IBC), which clearly includes any person to whom an operational debt is
owed, or to whom such debt has been legally assigned.

24.1) Furthermore, by virtue of the Letter of Assignment dated 21-08-2023,

Korea Trade Insurance Corporation (K-SURE) was assigned the debt owed
by the Corporate Debtor to Sandong Metal Industry Co., making the
Operational Creditor a legitimate creditor with full rights to recover the
outstanding amount from the Corporate Debtor. The Operational Creditor’s
actions are thus lawful, and the Corporate Debtor’s claims to the contrary
are without merit.

26) In response to paragraph 25 of the reply, the Operational Creditor

categorically denies the statements as incorrect, misleading, and legally
unfounded. The Operational Creditor, as the Operational Creditor, duly
informed the Corporate Debtor of the Letter of Assignment dated 08-09-
2020 through an email sent on 07-10-2020. Despite being fully aware of
this Assignment, the Corporate Debtor failed to raise any objections
regarding the payment of the Operational Debt or the assignment of rights
and claims to the Operational Creditor. The Corporate Debtor’s attempt to
dispute the Assignment at this late stage is baseless and merely an
afterthought, intended to avoid its payment obligations. The Corporate
 Debtor is therefore estopped by conduct from contesting the validity of the
Assignment at this belated juncture.

25.1) Additionally, as established by the Supreme Court of India and various

High Courts, a valid assignment does not require the consent of the debtor;
it only requires the execution of the assignment in writing by the assignor
and assignee, along with a notice of such assignment to the debtor. In this
case, the Assignment was properly executed in writing by Sandong Metal
Industry Co. in favor of the Operational Creditor, Korea Trade Insurance
Corporation, and notice of the Assignment was duly provided to the
Corporate Debtor via email on 21-08-2023. Consequently, the Letter of
Assignment is legally valid and effective, granting the Operational
Creditor full rights to recover the outstanding debt. The Operational
Creditor’s status as Operational Creditor is fully compliant with the
requirements of law, and the Corporate Debtor’s claims to the contrary are
without merit.

27) In response to paragraph 26 of the reply, the Operational Creditor

categorically denies the statements therein as incorrect, baseless, and
misleading. The Operational Creditor asserts that there was no obligation
to secure consent from the Corporate Debtor for the Assignment of Debt
dated 08-09-2020. According to established legal principles, including
rulings from the Supreme Court of India, an assignment is considered valid
if executed in writing between the assignor and assignee and notice of the
assignment is provided to the debtor. Consent from the debtor is not a
prerequisite for the validity of the assignment.

26.1) The Operational Creditor also informed the Corporate Debtor of the Letter
of Assignment through an email dated 07-10-2020. Despite having full
 knowledge of the assignment, the Corporate Debtor failed to raise any
objection at that time regarding the Operational Creditor’s right to collect
the operational debt. Consequently, this attempt to challenge the validity of
the assignment at a delayed stage is both legally unfounded and an
afterthought. The Corporate Debtor is estopped by its own conduct from
disputing the assignment.

28) In response to paragraph 27 of the reply, the Operational Creditor

categorically denies the assertions made by the Corporate Debtor as
incorrect, baseless, and misleading. The Operational Creditor reiterates that
under Section 5(20) of the Insolvency and Bankruptcy Code (IBC), an
Operational Creditor is defined as a person to whom an operational debt is
owed, including assignees of such debt. The Operational Creditor, Korea
Trade Insurance Corporation (K-SURE), legally assumed the debt owed by
the Corporate Debtor through a valid Letter of Assignment dated 21-08-
2023. This assignment, executed in writing, grants the Operational
Creditor full rights to recover the outstanding debt from the Corporate
Debtor.

27.1) Furthermore, the Operational Creditor provided prompt notice of the

assignment to the Corporate Debtor, who failed to raise any objections at
the time. Therefore, any challenge to the validity of the assignment or the
Operational Creditor’s status as an Operational Creditor is unfounded and
constitutes a mere afterthought. The Corporate Debtor is estopped from
disputing the Operational Creditor’s rightful claim on the basis of the
lawfully executed and notified assignment.

29) In response to paragraph 28 of the reply, the Operational Creditor denies

the Corporate Debtor’s claims as inaccurate and misconstrued. The
 Operational Creditor followed all required steps to notify the Corporate
Debtor of the assignment and made repeated efforts to communicate
regarding the outstanding debt, including providing comprehensive details
of the assigned debt and payment obligations. The Corporate Debtor’s
attempt to question the validity of the Operational Creditor’s claim is an
unsubstantiated effort to delay the inevitable repayment of the debt owed.
The Corporate Debtor’s sudden objections, raised only after insolvency
proceedings were initiated, lack merit and fail to challenge the clear legal
standing of the Operational Creditor as the rightful assignee of the debt.
The Operational Creditor’s actions are fully within the framework of the
law, reinforcing its entitlement to seek redress through insolvency
proceedings.

28.2) The Hon'ble NCLT (Kolkata) in Korea Trade Insurance Corporation

(Ksure) Vs. Ado Additives MFG Private Limited., Company Petition (IB)
No. 40/KB/2022, dated 05.06.2024, wherein it was held that
“34. It is a settled position of law, as well as the view stands already
adopted by this Adjudicating Authority on numerous occasions, relying
upon catena of decisions rendered by the Hon’ble NCLAT that the validity
or enforceability of an assignment cannot be challenged by the debtor in a
summary proceeding under the I&B Code. It is trite, axiomatic and settled
law that the assignment only changes the hands of the creditor clothing the
assignee with the authority to enforce the claim. The liability of a debtor in
regarding to creditor’s claim remains intact and does not get diluted in
any manner whatsoever. Thus, in the present case, the Respondent cannot
question the validity of assignment in a proceeding under Section 9 of the
I&B Code”.
35. We would refer the judgments of the Hon’ble NCLAT in the context as
under:
a) T. Johnson v. Phoenix ARC (P) Ltd., reported at 2019 SCC OnLine
NCLAT 244, wherein the Hon’ble NCLAT held that: “In cases involving
assignment of debts, another issue arises. Often, the corporate debtor,
whilst not challenging the locus of the assignee, may challenge the very
assignment before the NCLT. In such cases, the process adopted for such
assignment, the consideration paid for such assignment, etc, may be
challenged. The NCLT, being a tribunal of summary jurisdiction, does
not have any jurisdiction to deal with such challenges. The consideration
for assignment of debt is of no relevance in so far as the liability and
obligation on the part of Corporate Debtor is concerned. The assignment
only changes the hands of the creditor clothing the assignee with authority
to enforce the claim. The liability in regard to claim as regards the
Corporate Debtor remains intact and does not get diluted in any manner
whatsoever.”

b) Lalan Kumar Singh v. Phoenix ARC Pvt Ltd. reported at 2018 SCC
OnLine NCLAT 835, has held that “[…] declaration that the assignment
made by HSBC to ‘Phoenix’ as illegal, … can be raised only in a civil suit.
The applicant is trying to convert the proceedings under the IBC as civil
proceedings akin to a trial which is not the legislative intent.”

c) In Ranjit Kapoor v Asset Reconstruction Co (India) Ltd., reported in

2018 SCC OnLine NCLAT 1041, the Hon’ble NCLAT held that “the
question of validity of such assignment agreement cannot be gone into by
the NCLT or the NCLAT, even in an application under section 65 of the
IBC.”
36. In the aforesaid backdrop, that emanates from the legal proposition
discussed above, we are of the considered opinion that validity of an
assignment cannot be gone into in a summary proceeding as this one, and
the question whether the assignor can assign its claim to the assignor,
cannot be considered in an insolvency proceeding under I&B Code. The
liabilities of the assignor concerning the very same assets which is
assigned to the assignee would remain protected. The role of the assignee
will only be to step into the shoes of the assignor as a creditor.

41. Furthermore, we would refer to the judgment rendered by the Hon’ble

Bombay High Court in Zhejiang Medicines and Health Products Import
and Export Co. Ltd. and Ors. vs. Devanshi Impex Pvt. Ltd. reported in
MANU/MH/2737/2016 wherein it was held that in order to examine the
authenticity of a Power of Attorney, the Court needs to look into the
provisions as enshrined under Sections 57 and 85 of the Evidence Act,
1872. The Hon’ble High Court observed that:

“5. At the outset, it needs to be noted that authority to do something can be

conferred in various modes. Power of attorney is not the only mode of
conferring such authority. In fact, the requirement of a power of attorney
to confer such authority is to be found only in the Registration Act, 1908.
Section 32 of the Registration Act, 1908 requires that every document for
registration under the Act must be presented by any of the persons named
therein. One of the named persons is an agent of the person executing or
claiming under the same, duly authorized by a power of attorney executed
and authenticated in a manner mentioned in the Act. Section 33 provides
for powers of attorney, which are recognizable for the purposes of Section
32. One of the recognized powers of attorney is a power of attorney
executed before, or authenticated by, a Notary Public. Barring these
special requirements, an authority can be created in different modes.
Particularly, a corporate organization confers authority by its resolution.
Authority may be created also by making of an affidavit. Inasmuch as
there is no legal requirement for creation of an authority by a power of
attorney executed before a Notary Public, we are not really concerned in
this matter with the validity of the authority as such. This is particularly so
since the authority is created in People's Republic of China and the
question whether or not the authority was duly conferred or created has to
be answered with reference to the law applicable in that country. No
arguments were advanced in this behalf before me. Considering, however,
that the authority in the present case is claimed on the basis of a duly
executed power of attorney before a Notary Public in China, the question
that we still need to answer is whether or not the Petitioner can rely on
the particular power of attorney in evidence. It is only in that context
that we need to consider the provisions of the Evidence Act and the
Notaries Act cited before me.

6. Section 85 of the Evidence Act creates a legal presumption in favour

of execution and authentication of a document purporting to be a power
of attorney executed before, or authenticated by, a Notary Public. There
are a number of judgments of different High Courts, which hold that
Section 85 applies to powers of attorney executed before and authenticated
by all Notaries and not necessarily Notaries defined under the Notaries
Act, 1952. Delhi High Court in the case of National and Grindlays Bank
Ltd. v. M/s. World Science News and others MANU/DE/0106/1976 : AIR
1976 Delhi 263, Allahabad High Court in the case of Abdul Jabbar v. IInd
Addl. District Judge, Orai MANU/UP/0256/1980 : AIR 1980 Allahabad
369 and Calcutta High Court in the case of in Re K.K. Ray (Private) Pvt.
Ltd. MANU/WB/0150/1967 : AIR 1967 Calcutta 636 (V 54 C 136) have
held so. Even the judgment of the Supreme Court in the case of
Jugraj Singh v. Jaswant Singh MANU/SC/0413/1970 : 1970 (2) Supreme
Court Cases 386 suggests that a power of attorney executed before a
Notary Public not covered by the Notaries Act, 1952 comes within the
expression "Notary Public" under Section 85, though this case does not in
terms deal with this question.

7. We also need to consider the effect of Section 57 of the Evidence Act,

which requires the Court to take judicial notice of all seals of Notaries
Public. Once again, these Notaries Public include Notaries operating in
other countries as well and are not confined to Notaries under the
Notaries Act, 1952.
8. Now the question is whether Section 14 of the Notaries Act, 1952, which
is in the context of reciprocal arrangements for recognition of notarial
acts done by foreign Notaries, in any way, controls the interpretation of
Sections 85 or 57 of the Evidence Act. Section 14 provides that if the
Central Government is satisfied that by the law or practice of any
country or place outside India, the notarial acts done by Notaries in
India are recognized for all or any limited purposes in that country or
place, the Central Government may, by notification in the Official
Gazette, declare that the notarial acts lawfully done by the Notaries
within that country or place shall be recognized within India for all
purposes or, as the case may be, for such limited purposes, as may be
specified in the notification.

44. In the light of the enumerations supra, the application bearing C.P.
(IB) No. 40/KB/2022, and the evidence placed on record and the
discussion hereinabove, we allow this application filed under Section 9 of
 I&B Code, and accordingly, we order the initiation of Corporate
Insolvency Resolution Process (CIRP) in respect of the Corporate Debtor
by the following Orders:

i. The Application filed by the Korea Trade Insurance Corporation

(Ksure), Operational Creditor under Section 9 of the Insolvency &
Bankruptcy Code, 2016, is hereby, admitted for initiating the
Corporate Insolvency Resolution Process in respect of Ado Additives
MFG Private Limited, Corporate Debtor.”

30) In response to paragraph 29 of the reply, the Operational Creditor denies

the contents as incorrect and notes that this paragraph merely repeats
previously raised assertions in an attempt to delay proceedings. The
Operational Creditor has already addressed these claims comprehensively,
establishing that it is lawfully entitled to recover the outstanding debt
based on the valid Letter of Assignment and the rights conferred under
Section 5(20) of the Insolvency and Bankruptcy Code. The Corporate
Debtor’s repetitive contentions serve no purpose other than to waste time
and do not alter the Operational Creditor’s clear legal standing.

31) In response to paragraph 30 of the reply, the Operational Creditor denies

the contents as incorrect and repetitive. The assertions made in this
paragraph merely restate previous points that have already been addressed
in earlier responses. The Operational Creditor has already provided
detailed explanations establishing its lawful entitlement to recover the debt
based on the validly executed and notified Letter of Assignment, in
compliance with the provisions of the Insolvency and Bankruptcy Code.
The Operational Creditor reiterates that these redundant arguments serve
no purpose other than to delay proceedings and lack any substantive basis.
 The Hon'ble NCLT (Chennai) in Nandamuri Meenalatha Vs. M/s.
Quality Steels and Wire Products & Ors., Company Appeal (AT) (CH)
(INS.) No. 11 of 2023, dated 04.07.2023, wherein it was held that the
Hon‘ble Supreme Court in the case of ― Mobilox Innovations (P) Ltd. v.
Kirusa Software (P) Ltd., MANU/SC/1196/2017 : (2018) 1 SCC 353:
(2018) 1 SCC (Civ) 311’’.

“51. It is clear, therefore, that once the operational creditor has filed an
application, which is otherwise complete, the adjudicating authority must
reject the application under Section 9(5)(2)(d) if notice of dispute has
been received by the operational creditor or there is a record of dispute
in the information utility. It is clear that such notice must bring to the
notice of the operational creditor the ``existence’’ of a dispute or the fact
that a suit or arbitration proceeding relating to a dispute is pending
between the parties. Therefore, all that the adjudicating authority is to
see at this stage is whether there is a plausible contention which requires
further investigation and that the ``dispute’’ is not a patently feeble legal
argument or an assertion of fact unsupported by evidence. It is important
to separate the grain from the chaff and to reject a spurious defence
which is mere bluster. However, in doing so, the Court does not need to
be satisfied that the defence is likely to succeed. The Court does not at
this stage examine the merits of the dispute except to the extent indicated
above. So long as a dispute truly exists in fact and is not spurious,
hypothetical or illusory, the adjudicating authority has to reject the
application.’’

32) The contention raised by the Corporate Debtor regarding a pre-existing

dispute between the Operational Creditor and the Corporate Debtor is
denied. It is categorically asserted that no valid pre-existing dispute exists
between the parties, as required under Section 5(6) of the Insolvency and
Bankruptcy Code (IBC). According to this section, a “dispute” must be
demonstrated through a suit or arbitration proceedings, addressing the
existence or amount of debt, the quality of goods or services, or a breach of
representation or warranty.
31.1) In the present case, there are no ongoing legal proceedings, including a suit
or arbitration, between the Operational Creditor and the Corporate Debtor
that would qualify as a "dispute" under the IBC. Any claims of unresolved
discussions or disputes raised by the Corporate Debtor are not backed by
any legal or formal proceedings and, therefore, cannot be considered valid
pre-existing disputes. Consequently, there is no bar to initiating
proceedings under the IBC. The Operational Creditor has fully complied
with its obligations, and the Corporate Debtor's attempt to assert a dispute
is without merit.

33) The Corporate Debtor's contention that any amount due is subject to the
outcome of settlement between the original parties is denied. The present
Petition is not barred, as the Operational Creditor is legally entitled to
invoke the provisions of the IBC Code. The claim that the Petition suffers
from material suppression of facts is also without merit.

32.1) It is clearly demonstrated in the Demand Notice dated 09.03.2024 that the
Operational Creditor is legally entitled to initiate the proceedings under the
IBC, as per the letter of assignment, which has been duly executed and
communicated. Furthermore, the Corporate Debtor has been duly notified
through various emails sent by the Operational Creditor regarding the
outstanding dues and the Operational Creditor's rights in this regard. The
Operational Creditor has adhered to all legal requirements, and the
Corporate Debtor's assertions are unfounded.

34) The contents in Para No. 33 are denied as incorrect. The Operational
Creditor has not concealed any material facts from this Hon'ble Tribunal.
All relevant facts and correspondence have been fully disclosed, including
 the Demand Notice and the legal entitlement of the Operational Creditor to
initiate proceedings under the IBC, as supported by the letter of
assignment. There is no pre-existing dispute between the parties, and the
claim that the Operational Creditor has deliberately concealed facts to
illegally coerce the Corporate Debtor is baseless and unsupported by any
evidence. The Operational Creditor has acted within its legal rights, and
the allegations made by the Corporate Debtor are without merit.

35) The contents are denied as misleading and incorrect. That the present
Operational Creditor under Section 9 of the IBC Code is an attempt to
mislead the Hon'ble Adjudicating Authority by presenting selective and
incomplete facts is categorically denied. The Operational Creditor has
presented all relevant and complete facts, in full compliance with the
requirements of the IBC. There is no admitted pre-existing dispute between
the parties as defined under Section 5(6) of the IBC, as no legal
proceedings, including a suit or arbitration, are pending between the parties
concerning the debt or any associated matters.

34.1) The Operational Creditor has the legal right to invoke the provisions of the
IBC, as supported by the valid letter of assignment and other
communications with the Corporate Debtor. The present proceedings are
legally justified and should be admitted. The allegations of ineligibility are
without merit and should be rejected. In light of the facts and legal
framework, the present Petition is fully maintainable and deserves to be
proceeded with in accordance with the law.

PRAYER
It is, therefore, most respectfully prayed that this Hon’ble NCLT may be
pleased to allow the Section 9 Petition and pass orders in favour of the
Operational Credito
Abhishek Aggarwal
OPERATIONAL CREDITOR/ OPERATIONAL CREDITOR
PLACE:
DATE: FILED THROUGH
VIVEKSETHI, SUSHILA RAM,
DALIPARTHY HARINI,
SAKSHI RAGHUVANSHI, ADVOCATES
THE INDIAN LAWYER & ALLIED SERVICES
E-142, FIRST FLOOR, GREATER KAILASH-IT,
NEW DELHI 110048
PH 7893087474, EMAIL- [email protected] ;
[email protected]
 BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL
CHANDIGARH BENCH AT CHANDIGARH
CP (IB) No. 177 /CHD/HRY/2024

IN THE MATTER OF:

KOREA TRADE INSURANCE CORPORATION

... Operational Creditor

VERSUS

PRI OIL AND GAS PRIVATE LIMITED

... Corporate Debtor

AFFIDAVIT
I, Abhishek Aggarwal, son of Mr. V K Aggarwal, aged 40 years. having Office
at Unit 306-307, Emaar Digital Greens, Golf Course Extension Road, Sector 61,
Gurugram, Haryana 122018, do solemnly affirm and say as follows:

1) Thal I am the Authorised Representative of Korea Trade Insurance

Corporation, and duly authorized by Korea Trade Insurance
Corporation, South Korea, the Operational Creditor in the above
matter, vide Power of Attorney dated 19-03-2019, to make this
Affidavit on its behalf and as such am fully conversant with the facts
and circumstances of the case and competent to swear this Affidavit.

2) That the statements made in the Rejoinder for the Reply filed by the
Corporate Debtor in the aforesaid Petition made by the Operational
Creditor to initiate the Corporate Insolvency Resolution Process
 under the Insolvency and Bankruptcy Code, 2016 in respect of the
Corporate Debtor, Pri Oil and Gas Pvt Ltd, now shown to me are
true to my knowledge, and is based on legal advice and is believed
by me to be true.

3) I have read and understood the content of the accompanying

Rejoinder, which consists of Page No. _____ to _____ (Para No.
_____ to _____ and I say the same are correct and true to my
knowledge and belief.

DEPONENT

VERIFICATION

I, the above-named deponent, do hereby verify that the contents of the above
Affidavit are true and correct. No part of it is false, and nothing material has
been concealed.

Verified at Gurugram, Haryana on this _______day of ______, 2024

DEPONENT