M/S Tecnotree Convergence Private Limited vs M/S Cellcast Interactive India Private Limited

Sl No.,Description,,INR,

,SMS Services,,,

A.,"Set up fee (one time)

[To be paid within fort five (45) days of

installation and link going live]",,"3,00,000",

B.,Revenue Share to Petitioner,,,

,a.,Up to 5 million SMS per Month,,"1.80% of Net revenue of

Cellast

,b.,Over 5 million SMS and up to 10 million SMS per month,,"1.65% of Net revenue of

Cellast

,c.,Above 10 million SMS per Month,,"1.50% of Net revenue of

Cellast

,SMS services,,,

1,"Monthly Charges (Minimum Guarantee) in case

SMS MO traffic does not exceed 20 lacs in a month",250.000,,

2,"Monthly Charges (Minimum Guarantee) in case

SMS MO traffic exceeds 20 lacs in a month","4,00,000",,

3,"Revenue share to Tecnotree: Beyond the minimum

guaranteed revenue, the revenue share will be

calculated as given below",,,

,a) Up to 5 million SMS per month,"1.80 % of Net Revenue

of Cell cast",,

,"b) Over 5 million SMS and Up to10 million SMS per

month","1.65% of Net Revenue of

Cell cast",,

,"c) Above 10 million SMS per

month","1.50 % of Net

Revenue of Cell cast",,

,"Bandwidth usage charges for promotional/ Bulk

SMS sent by Cell cast","Rs. 0.01 for every 15

promotional / Bulk SMS

sent by Cellcast",,

To: Shashl Kumar P V; alok@cellcast.in,,,,

Cc: Vidyasankar G; venkat@cellcast.in,,,,

Subject: RE: Cellcast- Payment for Tecnotree invoices Sure will expedite and try and release some funds by the end of FebiMarh first week,,,,

.Some cash flow pressure right now, will resolve .",,,,

Thanksâ€​;,,,,

email dated 07.03.2012 at 12.08PM,,,,

“From: Mahesh B [mailto:maheshb@cellcast.in],,,,

Sent: Wednesday, March 07, 2012 12:08 PM",,,,

To: Vidyasankar G; venkat@cellcast.in; pankaj@cellcast.in;. alok@cellcast.in Cc: Shashi Kumar P V; Sorabh Gupta,,,,

Subject: RE: Cellcast - Payment for Tecnotree invoices Hi Mr Vidyasankar,",,,,

Apologies for this inordinate but inadvertent delay .I understand it's been a while that we released any payment to you rest assured we are,,,,

taking all possible measures to bring the payments online and will need your support for a few more days .We shall definitely try and,,,,

release further payments by around March 15th (maximum possible) . Once again thank you for the understanding .,,,,

Thanks,,,,

Maheshâ€​;,,,,

email dated 10.04.2012 at 04.57PM,,,,

“From: Alok [mailto:alok@cellcast.in),,,,

Sent: Tuesday, April 10, 2012 4:57PM",,,,

To: Shashi Kumar P V,,,,

Cc: Sorabh Gupta; Vidyasankar G; venkat@cellcast.in; 'Pravin'; pankaj@cellcast,in",,,,

Subject: RE: Cellcast - Payment for Tecnotree invoices Hi Shashi,",,,,

We have processed an interim payment of Rs 2.5 lakhs. We have also drawn up a schedule which I shall share with you within next 2 days.,,,,

Regards,",,,,

Alok Yadavâ€​;,,,,

email dated 14.05.2012 at 10.41AM,,,,

“From: Alok [mailto:alok@cellcast.in],,,,

Sent: Monday, May 14, 2012 10:41 AM",,,,

To: Shashl Kumar P V,,,,

Cc: Vldyasankar G; syjit@cellcast.in; Pankaj Thakar Subject: RE: Cellcast - Payment for Tecnotree Invoice~ Hi Shashi,",,,,

subsequent to our conversation 1 am sending this email. As you are well aware with the current TRAI Amendment Cellcast is finding it,,,,

extremely to conduct its normal Broadcast activities and we have decided to downscale and partially shut down our Operations. With this,,,,

move we are proposing that we are proposing a one-time settlement figure of Rs 12 lakhs against the current outstanding and thereon work,,,,

with the bare minimum setup to keep the short code alive .,,,,

This is an earnest request considering the Force Majeure circumstances that the TRAI price point amendment has landed us in.,,,,

Hence please accept this offer of the one-time settlement and revert to this email at the earliest. Regards,",,,,

Alok Yadavâ€​;,,,,

email dated 06.07.2012 at 00.35AM,,,,

From: Shashi Kumar P V,,,,

[mallto:shashi.kumar@tecnotree.com],,,,

Sent: 06 July 2012 00:35,,,,

To: Alok,,,,

Cc: Vidyasankar G,,,,

Subject: RE: Cellcast • Payment for Tecnotree invoices Hi Alok,",,,,

Subsequent to our discussions, we have discussed internally with our senior management. Below is our proposal:",,,,

• Tecnotree has raised invoices till Mar 2012 already and the revenue has already been booked in Tecnotree books. Hence, providing",,,,

discount on pending invoices would not be possible.,,,,

• Cellcast to pay all pending payments till Mar 2012,,,,

(Rs.16,54,500) by 31st Jul2012 as per the invoice amount.",,,,

[Alok Yadav) Cellcast shall clear all the pending payments for the amount of INR 16,54,500 as per the Invoiced amount. This payment shall",,,,

be cleared as soon as possible. Currently we are In the process of raising funds and with/ the next jew weeks we should be able to tide over,,,,

the crisis.,,,,

[Tecnotree 1] Structured payment option provided Is time based. Request you to provide specific date for clearing outstanding payments till,,,,

March 201.2. Structured payment option is worked on the pretext that Cellcast shall clear outstanding invoices in a short timeframe;,,,,

email dated 10.08.2012 at 2.52PM,,,,

From: Alok [mailto:alok@cellcast.in],,,,

Sent: Friday, August 10, 2012 2:52 PM",,,,

To: Shashi Kumar P V,,,,

Cc: Vidyasankar G; Pankaj Thakar,,,,

Subject: RE: Cellcast- Payment for Tecnotree invoices Dear Shashi,",,,,

Sorry about not responding earlier as we have been busy with efforts to revive our business.,,,,

On clearing outstanding payments till Mar 2012 I have checked with Finance and they have indicated as Sept 15 2012 the date by which,,,,

the pending payments can be cleared. For clearing the bills from April 2012 to July 2012 we will need time till Oct 2012 on account of the,,,,

pressure that we have pertaining to the allocation of funds.,,,,

Regards the services to Cellcast at Rs. 11akh per month for the period Apr 2012 to Dec 2012 can we look at getting thing extended by,,,,

another 6 months. We still have our business revival pressures which are forcing to give this suggestion. I hope you can prevail upon your,,,,

Management considering the longevity of the relationship that Cellcast and Tecnotree share.,,,,

On 53003xxxx I shall start the Integration process with the Operators and keep Vidya informed about this once it gets going.,,,,

Regards,",,,,

Alok;,,,,

email dated 18.09.2012 at 07.29PM,,,,

Sent: Tuesday, September 18, 2012 7:23 PM",,,,

To: Shashi Kumar P V,,,,

Cc: VIdyasankar G; 'Pankaj Thakar',,,,

Subject: RE: Cellcast - Payment for Tecnotree invoices Hi Shashi,",,,,

I would like to appraise you that we are in the final stages of raising funds to revive our organization. The current funds situation is,,,,

however still tight and I have got the assurance that the payment would be only be possible in the first wee of October 2012. We hope you,,,,

and your Finance Management team bear with us during this crisis situation.,,,,

Hope this email acts as an assurance to your Management and we will definitely abide by our commitment once the funds situation,,,,

improves,",,,,

Regards,",,,,

Alok Yadav,,,,

VP Technology;,,,,

email dated 06.11.2012 at 16.47PM,,,,

From: Alok [mailto:alok@cellcast.in],,,,

Sent: 06 November 2012 16:47,,,,

To: 'Shashi Kumar P V',,,,

Cc: 'Vidyasankar G'; 'Pankaj Thakar',,,,

Subject: RE: Cellcast- Payment for Tecnotree invoices Hi Shashi/Vidya,",,,,

Dec-12,Jan-13,Feb-13,Mar-13,Apr-13

2,50,000","2,50,000","2,50,000","2,50,000","2,50,000

No doubt the petitioner sent this e-mail on 25.09.2012 but admittedly the respondent continued accepting services by the petitioner till 2013 and,,,,

thus this e-mail can be read only as a coercive measure of the petitioner to make the respondent comply with its payment schedule, given by",,,,

respondent itself.,,,,

The second contention raised is the petition being signed by Company Secretary-Mr.Kiran Gowda allegedly empowered by a Board Resolution,,,,

dated 14.11.2014 whereas the name of the petitioner company was changed to the present one only on 03.12.2014, hence Resolution dated 14.11.2014",,,,

could not have been passed prior to 03.12.214 or lest it needed to be ratified after 03.12.2014. It is pertaining to mention the earlier name of the,,,,

petitioner was Lifetree Convergence Limited which was later changed to its present name on 03.12.2014 viz. Tecnotree Convergence Private,,,,

Limited. Such a change of name can not happen in a day as there is a procedure laid for it. Such change of name needs to be applied and only on,,,,

completion of formalities the new name is allotted. It takes time. The board resolution passed on 14.11.2014 do show the petitioner company was in,,,,

the process of getting its name changed to the present one; had already applied it on the day Board resolution and that the management being the,,,,

same even after such change of name. Hence it would not entitle the respondent to withheld the just payments of the petitioner. It was never a ground,,,,

taken by the respondent in its correspondence viz., emails. It rather show the respondent being in cash crunch situation, hence neglected to pay the",,,,

just dues of the petitioner without any justifiable or sufficient cause, hence the respondent company is liable to be wound up.",,,,

The respondent company in its e-mail dated 06.12.2012 rather agreed to pay Rs. 12,50,000 to the petitioner in a timely manner and even could not",,,,

pay such amount.,,,,

In the petition there is no reason why this petition be not admitted. Hence is admitted.,,,,

Citation be published in the ""Statesman"" (English edition) and ""Jansatta"" (Hindi edition) in accordance with Company (Court) Rules, 1959.",,,,

However, publication of the citation and appointment of the provisional liquidator is deferred and one opportunity is given to the respondent",,,,

company to pay the amount of Rs. 58,68,000/- due and payable to the petitioner with interest at the rate of 8% per annum with effect from 26.05.2002",,,,

when the statutory notice was served on the respondent company. The amount be paid within one month failing which the petitioner shall be entitled to,,,,

publish the citation and apply for appointment of the Provisional Liquidator.,,,,

List on 13.03.2018.,,,,