M S Shambhu Technology Services Pvt Ltd. vs M/S Ofb Tech Limited

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI
Company Appeal (AT) (Insolvency) No. 1233 of 2026
[Arising out of Order dated 28.04.2026 passed by the Adjudicating Authority
(National Company Law Tribunal, Division Bench, Court – I, Ahmedabad), in
C.P.(IB)/103(AHM)2025]
IN THE MATTER OF:
M/s Shambhu Technology Services Pvt. Ltd.
Through Authorized Representative
Mr. Rahul Neb, Director
Legal Office-1 E/2,
Jhandewalan Extension,
Delhi-110055.





…Appellant

Versus
M/s OFB Tech Limited
Having its Registered Office at:
B-1102, Sankalp Iconic Tower,
Opp. Vikram Nagar, Bopal Ambli Road,
Bodakdev, Ahmedabad – 380054.
and
Address at which the books of account are to be
maintained:
6th Floor, Tower A, Global Business Park,
MG Road, Gurgaon,
Haryana – 122001.
Email – [email protected] ,
[email protected] , [email protected] ,
[email protected] ,
[email protected]














…Respondent

Present:
For Appellant : Mr. Kunal Sabharwal, Mr. Damandeep Singh
Bhalla, Mr. Sahil Chopra, Ms. Renu Sharma and
Ms. Surabhi Sharma, Advocates.

For Respondent : Mr. Gaurav Mitra, Sr. Advocate with Mr. Sameer
Abhyankar, Mr. Aakash Thakur, Mr. Dhruv Suri,
Ms. Yashika, Ms. Urvika Suri, Ms. Saumya Tiwari
and Ms. Ritika Garg, Advocates.

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J U D G M E N T
JUSTICE YOGESH KHANNA, MEMBER (JUDICIAL)
This appeal is filed against an impugned order dated 28.04.2026 passed
by the Ld. Adjudicating Authority in C.P. (IB) No. 103/(AHM)/2025 , whereby
an application filed under Section 9 of the Insolvency & Bankruptcy Code,
2016 (for short the “IBC” ) for initiation of Corporate Insolvency Resolution
Process ( “CIRP” ) against the respondent/corporate debtor on account of a
default in payment of the operational debt amounting to Rs. 3,61,24,534.33/-
was dismissed.
2. It is alleged the operational debt arises out of the goods duly supplied
by the appellant to the respondent, for which invoices were raised and part
payments were also made. It is further submitted initially the company
petition was dismissed by the Ld. Adjudicating Authority order dated
vide
31.07.2025 solely on the ground, the respondent has been admitted into CIRP
in another company petition viz. C.P. (IB) No. 369/AHM/2024 and the
adjudicating authority while dismissing the proceedings granted liberty to the
appellant to seek revival of the Company Petition, in case the admission order
is set aside. Subsequently, this Tribunal had set aside the admission order
vide order dated 14.11.2025 and thereafter the Adjudicating Authority vide
its order dated 31.07.2025 had granted liberty to the appellant to revive the
petition. Thus, C.P. (IB) No. 103/AHM/2025 was restored.
3. However, vide the impugned order, this company petition was again
dismissed on the ground there exists a Pre-Existing Dispute between the
parties.
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4. It is submitted by the learned counsel for the appellant the appellant is
doing the business of software publishing, consultancy, supply, etc. and it
provides a platform to various entities to act as a link between seller and
purchaser in respect of several commodities. It was argued all the transaction
between the parties were recorded in the invoices for each delivery, raised on
each occasion and the outstanding amount was payable within the period of
7 days of raising of such invoices. It was argued during the performance of
the contracts between the parties, initially the Respondent adhered to the
payment schedule but later failed to make payments of the outstanding
amounts for invoices between June – July, 2024. There were constant and
multiple follow up on Whatsapp group as well as on email but the payments
were not forthcoming, hence a legal notice was issued on 07.10.2024 under
Section 8 of the IBC by the appellant to the Respondent requiring the
Respondent to repay the entire operational debt but nothing was paid and
arbitration was also initiated.
5. The defence of the respondent was, there exists a Pre-Existing Dispute
besides allegations of fraud, collusion alleging interalia the entire transactions
during the relevant period were perpetrated by certain ex-employees of the
corporate debtor in collusion with the operational creditor and fake purchase
orders were generated and the goods were allegedly supplied to third parties
without any authorisation by the Respondent and payments were wrongfully
debited by misuse of internal systems. Due to these facts even a legal notice
dated 28.08.2024 was issued by the respondent and subsequently the
complaints were also lodged before the authorities qua fraud. The corporate
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debtor pointed out discrepancies in the documents relied upon by the
operational creditor viz. absence of co-relation between purchase orders,
invoices and delivery which involved a detailed examination and could not be
adjudicated in summary proceedings.
6. We have also perused the legal notice dated 28.08.2024 issued by the
respondents herein, which reads as under: -
“28 August 2024
To,
SHAMBHU TECHNOLOGY SERVICES PRIVATE
LIMITED
1-E/2, Jhandewalan Extension, Delhi, Delhi-110055
Dear Sir
Re- Legal notice Regarding Fraudulent Transactions
carried out by SHAMBHU TECHNOLOGY SERVICES
PRIVATE LIMITED having its office at 1-E/2,
Jhandewalan Extension, Delhi, Delhi-110055
("Addressee")
We issue this legal notice on behalf of OFB Tech Pvt.
Ltd., having its registered office at Shop No. G-22C,
(UGF) D-1 (K-84), Green Park Main, New Delhi-110016
("Our Client") concerning the serious and fraudulent
activities involving certain transactions ostensibly
between Our Client and the Addressee. This notice
serves to formally outline our client's position regarding
the fraudulent purchase orders ("POs") and the
consequent purported delivery of materials by the
Addressee to Our Client.
1. Pursuant to an ongoing internal investigation and
verification of facts, it has come to Our Client's
knowledge that the Addressee, through its various
officers, in collusion with certain employees of Our
Client, have engaged in siphoning off of funds from Our
Clients through the modus of generation of fake POs
which have resulted in imposition of false and
unfounded liabilities on Our Client. Without prejudice
to the discoveries which may be made during the
course of the ongoing investigation (as well as that
which may be initiated pursuant to a criminal
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complaint lodged by Our Client), Our Client
categorically denies any and all claims or liabilities
arising specifically out of the following POs, against
which the Addressee has sought to raise a claim
against Our Client:
Order SPO Value
OFB117224326765977 16,13,640
OFB117224325979919 16,31,963
OFB117224325559987 8,14,328
OFB117224324993419 16,18,155
OFB11722432427225 8,04,563
OFB117224234972256 16,17,000
OFB117224126339125 8,08,500
OFB117223386593253 16,22,040
OFB117223385597470 16,64,040
OFB117223383975791 16,64,040
OFB117223138778257 7,96,871
OFB117222582042143 7,91,070
OFB117222527713705 8,04,720
OFB117220967418892 30,28,922
OFB117220956048556 12,04,875
OFB117220894954370 22,18,742
Total 2,27,03,468”
7. We have also examined the impugned order and the following
paragraphs are most relevant:-
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“27. It is further contended by the Corporate Debtor
that there exists a pre-existing dispute prior to
issuance of the demand notice, as evidenced by legal
notices dated 28.08.2024 and subsequent
correspondence, as well as complaints lodged before
authorities regarding the alleged fraud. The Corporate
Debtor has also pointed out discrepancies in the
documents relied upon by the Operational Creditor,
including absence of correlation between purchase
orders, invoices and delivery, and has submitted that
the matter involves disputed questions of fact which
require detailed examination and cannot be
adjudicated in summary proceedings under Section 9
of the Code.
31.2. The Corporate Debtor has placed reliance on a
series of communications and proceedings to contend
that disputes had arisen well prior to the demand
notice. In particular, reference has been made to the
legal notice dated 28.08.2024 issued by the Corporate
Debtor disputing the alleged transactions, reply dated
17.10.2024 reiterating denial of purchase orders and
supply of goods, as well as complaints dated
13.08.2024/15.08.2024 lodged before the authorities
regarding the alleged fraud committed by its
employees in collusion with the Operational Creditor.
The Corporate Debtor has also relied upon the
resignation letter dated 12.08.2024 of one of its
employees detailing the alleged modus operandi of the
transactions.
31.3. It is further the case of the Corporate Debtor that
even prior to issuance of the demand notice, the entire
transaction had been disputed on the ground that no
valid purchase orders were issued, no goods were
received, and that the alleged supplies were a result of
fraudulent acts. The Corporate Debtor has also relied
upon correspondence exchanged between the parties,
including notices dated 13.09.2024 and 17.10.2024,
to demonstrate that disputes regarding the very
foundation of the claim were in existence prior to
invocation of the Code.
31.4. Per contra, the Operational Creditor has
contended that the alleged disputes are an
afterthought and have been raised only to evade
liability. It is submitted that the Corporate Debtor had
acknowledged the transactions and made payments
during the course of business, and that no dispute was
raised contemporaneously with the supply of goods. It
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is further contended that the reliance placed by the
Corporate Debtor on criminal complaints and other
proceedings does not constitute a valid pre-existing
dispute in terms of the Code, particularly when such
proceedings were either closed or withdrawn.
31.7. Upon consideration of the material placed on
record, it is observed that the Corporate Debtor had,
prior to issuance of the demand notice dated
07.10.2024, issued a legal notice dated 28.08.2024
disputing the existence of purchase orders and the
alleged transactions. Further, complaints regarding
alleged fraudulent transactions were initiated in
August 2024, and correspondence between the parties
indicates that the Corporate Debtor had raised
objections with respect to the very basis of the claim.
These documents demonstrate that disputes were
raised prior to the demand notice and were not raised
for the first time in response thereto.
31.8. It is also pertinent to note that the record of the
Information Utility, placed on record by the Operational
Creditor itself as Annexure A-14, reflects that the debt
has been marked as "disputed". The said record
further captures that a legal demand notice and notice
of dispute dated 28.08.2024 had been issued by the
Corporate Debtor to the Operational Creditor. The said
entry in the Information Utility, which is a statutory
record, lends further support to the contention of the
Corporate Debtor that the dispute had arisen prior to
issuance of the demand notice under Section 8 of the
Code.”
8. Thus, in view of the Pre-Existing Dispute, the application under Section
9 IBC was dismissed.
9. It was submitted the pre-existing dispute between the parties is a
subject matter of a suit before the Hon’ble High Court of Delhi, at New Delhi
filed by the Respondent against the appellant seeking recovery of the amount
of Rs. 6,62,76,979/-, which was wrongly paid by the respondent to the
appellant as a result of a fraud. This suit, filed on 09.07.2025 finds mention
in the impugned judgement at paragraph 17. Further, the suit filed by the
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respondent also is based on the same assertions of fact to contest the claim
of the appellant as are contained in the respondent’s legal notice dated
28.08.2024 issued prior to the demand notice dated 07.10.2024. Pertinently,
in the said suit, the appellant has filed a counter claim for the very sum of
money (i.e., Rs. ) which is claimed as an operational debt in
3,61,24,524.33/-
the present proceedings. Summons have been issued on the counter claim
on 09.07.2026 by the High Court. Therefore, it was submitted the pre-existing
dispute between the parties, based on the voluminous documents and
contested facts, is subject matter of a trial before a civil court, which is soon
to commence.
10. Thus, it is the consistent case of the respondent the entire transaction
between the appellant and respondent, carried out in the short interval of
time between June 2024 to July 2024, was a result of a fraud played upon
the respondent by its ex-employees in collusion with the appellant; the entire
transaction was made to appear genuine by these ex-employees of the
respondent by fabrication of documents and records; any payments released
by the respondent to the appellant were under this impression of genuineness
of the transaction, which was only exposed to be false and fabricated on or
about 12.08.2024; the entire facts, as they became known over a period of
time, are set out in detail in the Suit filed by the respondent before the Delhi
High Court and are indicative of the several disputed questions of fact between
the parties, which will be adjudicated upon at the trial; the actual transaction
came to light over a period of time, when internal investigation was carried
out by the respondent.
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11. It was further submitted the fact of non-genuineness of the transaction
was evident from the documents filed by the appellant itself. It is seen from
the appellant’s documents that: out of the 132 invoices relied upon by the
appellant to claim operational debt, only 6 invoices were shown to have been
issued against a Purchase Order; all of the above invoices were issued
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against the same 2 Purchase Orders. Most importantly, the consignee
address in the invoices is different from the ‘ship to’ address in the Purchase
Orders. Most importantly, the consignees mentioned in the Purchase Orders
are all entities associated with one of the ex-employees of the respondent who
was an alleged perpetrator of the entire fraud.
12. Lastly, the Learned counsel for the appellant argued the total demand
raised was Rs.3.6 crores approximately and if one look into the respondent’s
notice dated 28.08.2024, it speaks of the fabricated purchase orders only to
an extent of Rs. 2.27 crores and even if such claim is duly considered, then
also, admittedly, the respondent was liable to pay more than Rs. 1 crore viz.
above the threshold. We have also examined the notice dated 28.08.2024
sent on behalf of respondent and it notes the allegations against two of its
former employees namely Mr. Vaibhav Jain and Mr. Rishab Chaudhury, both
in its sales team, being found engaged in unauthorised and fraudulent
activities and they issued multiple purchase orders, including the purchase
orders mentioned in para 1 of the notice amount to Rs. 2.27 crore. Thus it
cannot be said the respondent admitted the balance amount of Rs. 1.3 crores
approximately. In Paragraphs 4, 5 and 8 of its notice, the respondent has
rather mentioned:
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“4. xxxxx…. Our preliminary investigation has revealed
that there is no internal record of any such POs being
sanctioned by Our Client. The Addressee's collusion in
the transaction is also evident from the fact no
verification of the genuineness of the POs was ever
conducted by the Addressee. Further, as is seen from
at least the POs mentioned in paragraph 1, each of the
said POs were raised for supply to the same purchaser,
who, it has now been discovered, is also part of the
conspiracy to defraud Our Client so as to siphon off
money from Our Client. Further still, there has been a
stark deviation from the SOP which was followed by
Our Client in all other transactions except the ones
mentioned under the POs mentioned in paragraph 1 of
this Notice.
5. Notably, the goods allegedly ordered under these
fraudulent POs were delivered to a third-party trader(s)
with whom Our Client has no relationship, business or
otherwise. Subsequently, the funds generated from
these fraudulent transactions were misappropriated
by at least one of the implicated employees named
herein for personal gains. It may be stated that Our
Client has already initiated suitable legal action
against these employees and those found to be in
collusion with these employees.
8. Therefore, in the light of the above facts, the
Addressee is hereby notified that Our client is not liable
to any amounts claimed by the Addressee against the
POs mentioned in paragraph 1 and any such others as
may have been generated by the Addressee in
collusion with the aforesaid erstwhile employees or
buyers and which may come to light as a result of the
ongoing investigation.”

13. Thus it cannot be said that Respondent ever admitted the debt of more
than Rs. 1 crore at any stage of the proceedings. Admittedly they had filed
Civil Suit qua the loss and against issuance of purchase orders and allege
never any supplies were made to them against purchase orders.
14. Thus all of these disputed question of facts require adjudication by way
of a detailed trial, such as the one which is pending before the Delhi High
Court.
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15. In ‘Mobilox Innovations Pvt. Ltd.’ Vs. ‘Kirusa Software Pvt. Ltd.’
reported in [(2018) 1 SCC 353], the following was held:-
“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)(i)(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. Thus, where the record of information utility shows the amount being
disputed and where the dispute is shown to have arisen prior to issuance of
notice under Section of the IBC, the application under Section IBC needs
8 9,
to be rejected. The Ld. Adjudicating Authority rather relied upon the
judgment of this Tribunal in ‘Bhawani Prasad Mishra’ Vs. ‘Armaco
Infralinks Pvt. Ltd. & Anr.’ in [Company Appeal (AT) (Insolvency)
No.557/2025], wherein the following was held:-
“28. When we look into Section 9(5)(ii)(d) there are two
circumstances under which Section 9 application
deserves to be rejected i.e. (i) notice of dispute has been
received by operational creditor or (ii) there is record of
dispute in the Information Utility.”
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17. Thus, we see no reason to entertain this appeal. Admittedly, the
appellants have resorted to alternative remedies viz. filing of civil suit, stated
to be pending between the parties, and hence we are not inclined to interfere
with the impugned order. The appeal stands dismissed. Pending applications
are also disposed of.


[Justice Yogesh Khanna]
Officiating Chairperson


[Barun Mitra]
Member (Technical)


[Ajai Das Mehrotra]
Member (Technical)

NEW DELHI
th
8 September, 2026
Himanshu/bm
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