NCLT Ahmedabad Admits Immacule Lifesciences' Insolvency Plea Against FTF Pharma Over ₹2.18 Cr. Debt

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 9 September admitted an insolvency petition filed by Immacule Lifesciences Pvt. Ltd. against FTF Pharma Pvt. Ltd. under the Insolvency and Bankruptcy Code, 2016 (IBC).

Judicial Member Chitra Hankare and Technical Member Dr. V.G. Venkata Chalapathy admitted the petition after finding that the outstanding debt exceeded Rs. 1 crore and that FTF Pharma's reliance on bankruptcy proceedings involving another entity did not establish a dispute over the debt. The Bench observed:

“The outstanding debt is proved which is beyond Rs 1 crore. The respondent seems to rely on the bankruptcy proceeding initiated by another party who is not privy to this contract and debt due and payable.”

Immacule Lifesciences, engaged in contract manufacturing of pharmaceutical products, entered into a Technology Transfer Agreement with FTF Pharma, which is involved in pharmaceutical development and formulation research, on 4 May 2022. The agreement provided for milestone-based payments upon completion of specified deliverables.

Milestone 1 was completed and paid for. Immacule Lifesciences claimed to have achieved Milestones 2 and 3 relating to stability data in 2023 and raised invoices of Rs. 98.82 lakh each on 9 April 2024. It also raised an invoice dated 22 February 2023 for Rs. 20.38 lakh towards third-party laboratory testing charges. The total outstanding amount claimed was Rs. 2,18,03,319.

Despite repeated communications and a statutory demand notice dated 22 October 2024, FTF Pharma failed to make the payment. Immacule Lifesciences argued that FTF Pharma had not raised any dispute contemporaneously and that its objections surfaced only after the demand notices were issued.

FTF Pharma contended that the project was put on hold after Akorn Pharmaceuticals, a separate entity, entered bankruptcy proceedings in the United States, affecting continuation of the project. It also alleged that Immacule Lifesciences failed to furnish complete and timely stability data, with delays and deficiencies noted in communications.

It further contended that Milestones 2 and 3 were never accepted and that the invoices were raised unilaterally. It issued a termination notice citing incomplete performance and denied liability in its reply to the demand notice. It also disputed the third-party laboratory charges, contending that prior written approval was required under the agreement.

The Tribunal examined whether a valid pre-existing dispute existed. It found that FTF Pharma's reliance on Akorn Pharmaceuticals' bankruptcy was irrelevant as the contract between the parties was independent and bilateral.

Further, the Bench noted that even if the third-party laboratory charges were disputed, the two milestone invoices alone exceeded the statutory threshold. It also noted that the agreement did not specify any damages or cost adjustments that could justify withholding the payments.

Accordingly, the NCLT initiated the Corporate Insolvency Resolution Process against FTF Pharma, imposed a moratorium under Section 14 of the IBC and appointed Sunil Kumar Kedia as Interim Resolution Professional.