Allowed

In the matter of Ansal Properties and Infrastructure Limited [Company Petition No. (IB)-297(ND)-2023]

NCLT20 Oct 2023Company Petition No. (IB)-297(ND)-2023

Case brief

AI extract

What is this about?

NCLT admitted a Section 7 insolvency petition filed by Indian Bank against Ansal Properties for the Serene Residency Project. The court held the petition was not time-barred due to part payments and noted the separate moratorium for the Fernhill Project did not bar this admission.

What did the court decide?

Petition admitted under Section 7(5) IBC; Moratorium declared under Section 14 for Serene Residency Project; MR. Navneet Kumar Gupta appointed as IRP.

In the matter of Ansal Properties and Infrastructure… — Insolvency and Bankruptcy | NCLT (2023)

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NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH (COURT-II)

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Company Petition No. (IB)-297(ND)/2023

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IN THE MATTER OF:

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Indian Bank

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(A Government of India Enterprise) Stressed Assets Management, Large Branch, 17, Parliament Street, New Delhi-110001 … Applicant /Financial Creditor

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VERSUS

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M/s Ansal Properties and Infrastructure Limited

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Office: - 115 Ansal Bhawan, 16 KG Marg, New Delhi - 110001 … Respondent

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Section: 7 of IBC, 2016

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Order Delivered on: 20.10.2023

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CORAM

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SH. ASHOK KUMAR BHARDWAJ, HON’BLE MEMBER (J)

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SH. L. N. GUPTA, HON’BLE MEMBER (T)

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PRESENT:

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For the Applicant : Adv. Anant Gautam, Adv. Anani Achumi For the Respondent : Adv. Malak Bhatt, Adv. Neena Nagpal, Adv. Mandeep Singh, Adv. Samriddhi

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(IB)-297(ND)2023 Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 1 of 32

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ORDER

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PER: SH. L. N. GUPTA, MEMBER (J)

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Indian Bank (for brevity, the “ Applicant”/“Applicant Bank” ) has filed the present petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 (for brevity, the “ IBC, 2016” ) read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 with a prayer to initiate the Corporate Insolvency Resolution Process against M/s Ansal Properties and Infrastructure Limited (for brevity, the “ Respondent” ).

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The Respondent namely, M/s Ansal Properties and Infrastructure Limited is a Company incorporated on 30.06.1967 with CIN L45101DL1967 PLC004759 under the provisions of the Companies Act, 1956 having its registered office at 115 Ansal Bhawan, 16-KG Marg, New Delhi - 110001, which is situated within the jurisdiction of this Tribunal. The Authorized Share Capital of the Respondent Company is Rs.1,50,00,00,000/- and Paidup Share Capital of the Company is Rs.78,70,24,000/- as per Master Data.

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It is stated by the Applicant that the Applicant Bank sanctioned a Term Loan of Rs.150 Crore to the Respondent on 10.09.2013 for financing the proposed project of the Company viz., Serene Residency Group Housing Project at Sector ETA II, Greater Noida at an estimated Project cost of Rs.528 Crore under sole banking with an interest rate of 4.50% (floating) including Base rate. The Respondent agreed to pay back the term Loan to the Applicant Bank in 16 equal Quarter installments of Rs.9.39 Crore each starting from the January-March 2015 quarter. It is further stated that the

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(IB)-297(ND)2023

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 2 of 32

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said term loan was sanctioned for Review-Cum-Renewal loan of Rs.140.62 Crore vide sanction letter dated 28.09.2015 with the interest rate set at 4.50% including base rate as existing (floating). The Revised Repayment term stated that the installment already paid for the quarter ending March 2015 should be treated as advance recovery for March 2016 quarter and the remaining 15 equal quarterly installments of Rs.9.38 Crore each will be paid by June 2016.

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It is pertinent to mention that the Respondent vide Demand Promissory Note dated 28.11.2013 acknowledged the debt of Rs.1,50,00,00,000/- with interest. On failure to abide by the terms of Sanction, the Applicant Bank sent various reminders to the Respondent for regularizing the account but to no avail. The Respondent defaulted in making repayments and the account slipped into NPA on 12.04.2017. Thereafter, a Notice dated 19.05.2017 was issued under Section 13 (2) of the SARFAESI Act, 2002 in respect of the outstanding dues of Rs.119,29,08,589/- payable by the borrowers. Furthermore, the Applicant Bank issued Possession Notice (for immovable Property) dated 22.09.2017 under section 13 (4) of the SARFAESI Act stating that the Applicant had taken possession of project land and construction thereon at plot no. GH-01, situated in sector ETA-II, option-3, Greater Noida, District Gautam Budh Nagar (Total Area 52774.146 Sq. Meters.), Project Serene Residency Group Housing Project.

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The Applicant Bank sought recourse under Section 19 of the Recovery of Debts due to the Bank and Financial Institutions Act, 1993 with DRT-II, Delhi, vide O.A No. 389/2018 titled as “Indian Bank (Allahabad Bank) Versus

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(IB)-297(ND)2023

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 3 of 32

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Ansal Properties Infrastructure Ltd and Ors.” filed on 27.03.2018 which is still pending before the Ld. DRT.

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On 09.06.2021, the Respondent passed a Board Resolution, whereby the Board of Directors authorized to provide NOC to the Applicant Bank for One Time Settlement (OTS) through Asset Reconstruction Company, MIS Dicky Alternative Investment Trust against the securities given on the Respondent’s behalf to the Applicant Bank for securing the loan facility of Rs.150 Crores. Accordingly, the Respondent vide their letter dated 06.07.2021 offered Rs.42.50 Crore towards One Time Settlement to the Applicant Bank and deposited Rs.4.25 Crores as upfront amount in no lien account whereby the Applicant Bank returned the proposed OTS vide letter dated 15.11.2021. Thereafter, the Respondent sent a Revised OTS Proposal vide letter dated 27.04.2022 whereby the earlier OTS proposal of Rs.42.50 Crores was revised to Rs.54.00 Crores. The Applicant Bank vide letter dated 10.06.2022 also rejected the revised OTS proposal with a request to improve the OTS offer.

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Aggrieved by the default of dues committed and failure to take any serious steps to clear the dues, the Applicant Bank issued notice dated 18.07.2022 to the Respondent regarding the initiation of a proceeding under the IBC 2016 with a final opportunity to clear the default amount of Rs.2,01,78,08,222.25/- along with interest at contracted rate w.e.f. 18.07.2022 till the date of payment before 01.08.2022.

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On 25.08.2022, the Respondent sent a revised OTS proposal of Rs.56 Crores. In response, the Applicant Bank declined the said revised OTS proposal of Rs.56 Crores vide its letter dated 15.11.2022.

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(IB)-297(ND)2023

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 4 of 32

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The particulars of the unpaid financial debt claimed and the date of default is mentioned in Part IV of the application, which is reproduced below:

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(IB)-297(ND)2023 Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 5 of 32

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Evidently, as per Part IV of the application, the Applicant Bank has claimed the unpaid financial debt of Rs.2,57,77,22,173.50. Further, the Applicant Bank has relied on 12.04.2017 as the date of default.

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The Applicant has relied upon the following documents to prove the existence of the financial debt -

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i) Copy of the Sanction Letter dated 10.09.2013

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ii) Term Loan Agreement dated 28.11.2013,

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iii) Escrow Agreement Dated 28.11.2013,

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iv) General Letter of Hypothecation dated 28.11.2013,

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v) Declaration by Mortgagor on Affidavit dated 28.11.2013,

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vi) Declaration by the borrower- Mortgagor on Affidavit dated 28.03.2013,

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viii) Agreement of Personal Guarantee of Mr. Sushil Ansal dated 28.11.2013,

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ix) Agreement of Personal Guarantee of Mr. Pranav Ansal dated 28.11.2013,

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x) Demand Promissory Note dated 28.11.2013 for Rs.150.00 Cr Letter of Mortgage Confirming Deposit of Title Deeds dated 29.11.2013.

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xi) Declaration by the Borrower-Mortgagor on Affidavit.

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Based on the aforesaid documents and facts reproduced earlier, the Applicant has prayed for the initiation of CIRP against the Respondent.

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 6 of 32

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On issuance of the notice, the Respondent filed its reply and stated that the Applicant itself states the date of default as the date when the Respondent slipped into NPA, i.e., 12.04.2017. The Hon’ble Supreme Court in the case of “Gaurav Hargovindbhai Dave v. Asset Reconstruction Company (India) Ltd. & Anr.” [2019] 10 SCC 572 held that when the date of default was specifically stated by the Applicant to be the date of NPA, the date of default for the purpose of limitation under the Code commences from the date of NPA only. The Respondent has further stated that the Hon’ble Supreme Court had affirmed the same in the case of “Babulal Vardharji Gurjar v. Veer Gurjar Aluminium Industries Pvt. Ltd. & Anr.” [2020] 12 SCR 368. In view of the aforesaid judgments, the Respondent has contended that the present Application, not filed by the Applicant within the period of 03 years from the date of default, is barred by limitation.

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The next objection raised by the Respondent is that the present application has been filed for the purpose of recovery and not for the resolution of the Respondent.

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Further, the Respondent has stated that this Adjudicating Authority had initiated the Corporate Insolvency and Resolution Proceedings (CIRP) and imposed moratorium under Section 14 of the Code against the Respondent in the matter of “Bibhuti Bhushan & Ors v. M/s Ansal Properties and Infrastructure Limited” and appointed an IRP to take over the management of the Respondent.

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 7 of 32

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We heard the submissions made by both parties and perused the documents and written submissions placed on record. Before adjudicating the application on merits, since the main contention of the Respondent is that the Application being not filed by the Applicant within the period of 03 years from the date of default, is barred by limitation, we would like to examine whether

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the present application is barred by limitation .

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From a perusal of the record, it is seen that the Applicant has relied on the date of NPA i.e., 12.04.2017 as the date of default. The Applicant in its written submissions has contended that the limitation is extended by virtue of part-payments and OTS proposals made by the Applicant, the details of which, as brought on record by the Applicant, are reproduced below:

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Indian Bank vs. Ansal Properties & Infrastructure Ltd. Page 9 of 32

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We would, therefore, like to examine the aforesaid contention of the Applicant Bank. Accordingly, we refer to the Statements of Accounts filed by the Applicant Bank from 12.04.2017 and the OTS Proposals made by the Respondent with the Applicant Bank, which read thus:

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From the Statement of Accounts (ibid), it is seen that the Applicant has made a number of part-payments to the Applicant Bank. However, it is noticed that the last part-payment of Rs. 5,00,000/- was made by the Respondent to the Applicant Bank on 06.12.2019. Now, we refer to the OTS proposal dated 06.07.2021 made by the Respondent, which reads thus:

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From a perusal of the aforesaid documents, it is clearly seen that the last part-payment of Rs.5,00,000/- was made by the Respondent on 06.12.2019, which extends the period of limitation for another 03 years from 06.12.2019. Further, the OTS proposal made by the Respondent on 06.07.2021 would also extend the period of limitation for another period of 03 years from 06.07.2021. Since the present application has been filed by the Applicant Bank on 22.04.2023 i.e., within 03 years from 06.07.2021, therefore, we find that the present Application is not barred by Limitation.

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Hence, we would like to proceed ahead and examine the Application on its merits. It is contended by the Respondent that the present Application has been filed for the purpose of recovery and not for seeking resolution. It is stated by the Respondent that the Applicant has also taken steps under the SARFAESI Act 2002 and has also filed an OA under RDDBFI Act for recovery. In our considered view, filing of a recovery proceeding before DRT or initiating a SARFAESI Proceeding is no bar to filing a Section 7 petition and mere pendency of SARFAESI/ RDDBFI proceedings cannot be an indicator that the present Section 7 application under IBC 2016 has been filed with an intention other than seeking resolution of the Corporate Debtor.

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Another objection taken by the Respondent is that the present proceedings are barred by the Moratorium enforced under Section 14(1) of IBC 2016 by virtue of ongoing CIRP in the matter of “Bibhuti Bhushan & Ors. v. M/s Ansal Properties & Infrastructure Limited”. Per contra, it is stated by the Applicant Bank that the Respondent, having taken the above stand, itself has stated that the Hon’ble NCLAT vide order dated 13.01.2023 in CA (AT) (I) No.

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41 of 2023 has clarified that the said CIR proceedings are confined to “Fernhill Project” situated at District Gurgaon.

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In order to examine the contention of both parties, we would like to visit the order dated 13.01.2023 passed by the Hon’ble NCLAT in the matter of “Ajai Kumar Gupta & Anr. vs. Bibhuti Bhushan Biswas & Ors.” in Company Appeal (AT) (Insolvency) No. 41 of 2023, which reads thus:

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“ 13.01.2023 : Learned counsel for the Appellant submits that the Adjudicating Authority had on an application under Section 7 by the allottees of one project Fernhill situated in Section-91, Gurgaon, Manesar, Haryana has initiated CIRP process against the Corporate Debtor. It is submitted that the Corporate Debtor has several projects and the Appellants are allottees in two projects situated at Lucknow, State of Uttar Pradesh. It is submitted that the Applicant allottees being only concerned with Fernhill project CIRP ought to have been confined to Fernhill project only and projects in other States ought not to have been included. Submission needs scrutiny.

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Issue notice. Requisites alongwith process fee be filed within three days. Respondents may file Reply within two weeks. Rejoinder be filed within two weeks thereafter.

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List this Appeal on 28.02.2023.

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We provide that the order of Adjudicating Authority admitting Section 7 application shall confine to ‘Fernhill project’ situated at District Gurgaon .”

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(Emphasis Added)

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From the order of the Hon’ble NCLAT (supra), it is seen that the CIRP of the Respondent/CD has been confined to “…..‘Fernhill Project’ situated at District Gurgaon” only. In other words, the Moratorium under Section 14(1), which is a consequence of the admission of a Corporate Debtor into CIRP

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under Section 7 or 9 of IBC 2016, will ipso facto apply to the Respondent with respect to the “Fernhill Project” situated at Gurgaon only.

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In the instant case, the “default” claimed by the Applicant Bank relates to the “unpaid financial debt” of Rs. 257,77,22,173.50/- relating to the term loan that was taken by the Respondent/Corporate Debtor for financing the “Serene Residency Group Housing Project at Sector ETA II, Greater Noida”, which is an entirely distinct project from the “Fernhill Project”.

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It is in the backdrop mentioned from Para 22 onwards, this Adjudicating vide order dated 18.09.2023 had sought the following clarifications from the Applicant/ Indian Bank:

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“(i) Whether there is any agreement between the bank and the CD to permit the latter to utilize the funds released under the Facilities for the project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” only;

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Whether the CD has been permitted to utilize the funds released under the Facilities for projects other than “Serene Residency Group Housing Project at Sector ETA II, Greater Noida

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(ii) Whether a separate bank account has been opened by CD and maintained for the Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida”, which is funded by the applicant herein

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(iii) Whether the Security Interest created by the Bank is over the properties belonging to the Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” only or the Security

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interest has been created over the properties belonging to other projects as well.”

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In response to the queries (ibid), the Applicant/Indian Bank has filed its

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Affidavit dated 25.09.2023 stating the following:

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Similarly, the following clarifications were sought from the Respondent:

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“(i) The total number of units planned, total number of units constructed, and total number of units allotted in the Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” as per the latest report filed with RERA Gurgaon, and as on date.

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(ii) Number of units though allotted but the physical possession not delivered to the allotees as on date. In other words, the number of units/allottees, in whose cases the Corporate Debtor has defaulted in handing over the possession within the stipulated time as well as on the date.

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(iii) Whether, a separate bank account and books of accounts have been opened and maintained by the CD for the Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida”.

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(iv) What is the present updated status of the ongoing CIR process for the “Fernhill Project”.

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The Respondent too has filed its Affidavit dated 26.09.2023 stating the following:

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From the bare perusal of the Affidavits (ibid) filed by both the parties, the following position emerges:

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i. Respondent has not been allowed to utilize the proceeds disbursed by the Applicant Bank for any purpose other than for the project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida”.

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ii. Separate Bank Accounts have been opened and maintained for the said Project.

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iii. Security Interest has been created by the Applicant Bank over the Assets (project land, structure thereon, movable assets, etc) relating to “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” of the Corporate Debtor only.

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iv. The Respondent Company has committed default towards 773 allottees of the said project in timely handing over the possession of flats/units.

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Since in the instant case, the debt and default pertains to the Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” only and separate Books of Accounts and Bank Accounts are maintained for the aforesaid Project, deriving support from the view taken by Hon’ble NCLAT in Company Appeal (AT) (Insolvency) No. 41/2023, we are of the view that the CIR Process should be initiated in respect of Project “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” only of the Corporate Debtor.

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In the given facts and circumstances, the present Petition being complete and the Applicant/Financial Creditor having established the default on the part of the respondent in making payment of its financial debt of an amount being above the minimum threshold limit, the present Petition is admitted in terms of Section 7(5) of the IBC qua the “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” and accordingly, Moratorium is declared in terms of Section 14 of the Code in respect of the “Serene Residency Group Housing Project at Sector ETA II, Greater Noida” of the Corporate Debtor. As a necessary consequence of the moratorium in terms of Section 14(1) (a), (b), (c) & (d), the following prohibitions are imposed in respect of the Project “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida” of the Corporate Debtor:

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“(a) The institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority in respect of “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida”;

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(b) Transferring, encumbering, alienating or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein in respect of “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida”;

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(c) Any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 in respect of “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida”;

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(d) The recovery of any property by an owner or lessor, where such property is occupied by or in the possession of the corporate debtor in respect of “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida”.

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As proposed by the Applicant, this Bench appoints Mr. Navneet Kumar Gupta as IRP having Registration No. IBBI/IPA-001/IP-P00001/2016-2017/ 10009, Email id: < [email protected] > subject to the condition that no disciplinary proceeding is pending against the IRP and disclosures as required under IBBI Regulations, 2016 are made by him within a period of one week from this Order. This Adjudicating Authority further orders that:

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“Mr. Navneet Kumar Gupt a, E-mail id: < navneet@minervare solutions.com > as IRP having Registration No. IBBI/IPA-001/IPP00001/2016-2017/10009 is directed to take charge of the CIRP of the Respondent i n respect of “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida” with immediate effect. T he IRP is directed to take the steps as mandated under the IBC specifically under Section 15, 17, 18, 20 and 21 of IBC, 2016.

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The Applicant is directed to deposit Rs.10,00,000/- (Ten Lakhs) only with the IRP to meet the immediate expenses. The amount, however, will be subject to adjustment by the Committee of Creditors as accounted for by the Interim Resolution Professional and shall be paid back to the Applicant.

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It is made clear that our observations, findings and order in this matter are confined to “ Serene Residency Group Housing Project at Sector ETA II, Greater Noida” only.

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A copy of this Order shall immediately be communicated by all modes including e-mail by the Registry/Court Officer of this Tribunal to the Applicant/Financial Creditor, the Respondent/Corporate Debtor, and the IRP mentioned above.

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