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In the matter of Garib Nawaz Hotels Pvt. Ltd. [Company Petition No. (Ib) No.319-Chd-Chd-2019]

NCLT9 Feb 2024Company Petition No. (IB) No.319-Chd-Chd-2019

Case brief

AI extract

What is this about?

The Tribunal admitted a Section 7 application filed by a bank against a corporate debtor for insolvency and declared moratorium. The court held a slightly incomplete power of attorney was valid, rejected intervention by a third-party shareholder, and noted a one-time settlement proposal acknowledged debt against limitation.

What did the court decide?

Admission of application under Section 7; Declaration of Moratorium under Section 14; Appointment of IRP to commence CIRP.

In the matter of Garib Nawaz Hotels Pvt. Ltd. [Company… — Insolvency and Bankruptcy | NCLT (2024)

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THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, COURT- I

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Company Petition No. (IB) No.319/Chd/Chd/2019

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IN THE MATTER OF: Punjab National Bank Having its head office at Plot No.4, Sector 10, Dwarka, New Delhi- 110075 Its Branch Office- Assets Recovery Management Branch, PNB House, Bank Square, Sector 17-B Chandigarh - 160017

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.…Applicant

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Versus

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Garib Nawaz Hotels Pvt Ltd. Having its registered office at 29/7, Industrial Area, Phase-II, Chandigarh- 160002 .…Respondent

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Order delivered on: 09.02.2024

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SECTION: Section 7 of IBC 2016

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CORAM:

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SH. HARNAM SINGH THAKUR, HON’BLE MEMBER (J) SH. L.N. GUPTA, HON’BLE MEMBER (T)

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PRESENT:

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For the Applicant : Advocate D.K. Gupta, Advocate Garima Gupta For the Respondent Through Director-Mr. Sunil Bansal : Advocate Nahush Jain For TDS Management Consultant Pvt Ltd. Claiming to be 50% Share-Holder : Advocate Anil Aggarwal

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 1 of 22

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ORDER

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Per : Sh. L.N. GUPTA, M (T) & Sh. HARNAM SINGH THAKUR, M (J)

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Punjab National Bank (for brevity, the “Applicant” ) 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 process against M/s Garib Nawaz Hotels Pvt Ltd. (for brevity, the "Respondent")

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The Respondent namely, Garib Nawaz Hotels Pvt Ltd. is a Company incorporated on 07.11.2008 with CIN U01403CH2008PTC031426 under the provisions of the Companies Act, 1956 having its registered office at 29/7, Industrial Area, Phase-II, Chandigarh- 160002, which is within the territorial jurisdiction of this Bench. The Authorized Share Capital of the Respondent Company is Rs. 50,00,000/- and the Paid-up Share Capital of the Company is Rs. 50,00,000/- as per the Master Data.

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In its application, it is averred by the Applicant that vide sanction letters dated 17.06.2010, 01.06.2011, 27.12.2012, 29.09.2015 and 17.04.2014, it had sanctioned credit facilities like Term Loan, Car Loan, Bank Guarantee, etc., aggregated to Rs. 38 Crores ("Credit Facilities") in favour of the Respondent.

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 2 of 22

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The detailed particulars of the unpaid Financial Debt claimed

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including the total amount of default and the date of default as mentioned

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by the applicant in Part IV of its application read thus:

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 3 of 22

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Thus, as per Part IV of the application (ibid), the Applicant has claimed an outstanding "financial debt" of Rs. 29,46,26,936/- as on 31.05.2019. It has been added that the Account of the Respondent Company was classified as NPA on account of default on 09.10.2017. Since no specific date of default has been mentioned by the Applicant, even by taking the date of NPA as date of default, the application having been filed on 07.006.2019 is well within the limitation. Details of the defaulted amount claimed in Part IV of the Application has been provided by the Applicant on Page 43 of the Application, which reads thus:

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 4 of 22

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It is further submitted that on 29.08.2018, the Applicant Bank issued the Loan Recall Notice-cum-invitation of Guarantees, calling upon the CD and other obligors to pay the defaulted amount.

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In support of its contention, the Applicant has relied upon the following documents:

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i. Sanction Letters dated 17.06.2010, 01.06.2011, 27.12.2012, 29.09.2015 & 17.04.2014.

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ii. ROC showing the charge of the properties in favour of the Financial Creditor.

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iii. Notice to defendants in OA No. 2164/2018, case titled Punjab National Bank Vs. M/s Garib Nawaz Hotels Private Ltd., for recovery of Rs. 27,00,81,532/- issued vide order dated 18.09.2018. Copy of reply dated 25.04.2019 in this recovery suit.

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iv. Notice dated 18.10.2017 under section 13(2) if the SARFAESI, Act 2002 along with postal receipts.

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v. Demand Notice dated 29.08.2018 along with postal receipts.

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vi. The Latest and complete copy of the Financial Contract reflecting all amendments and waivers.

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vii. CIBIL Report dated 01.06.2019.

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viii. Statements of accounts as of 31.05.2019 duly certified under Bankers’ Books Evidence Act, 1891 and Computer Certificate regarding the software used by the financial creditor.

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 5 of 22

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Based on the abovementioned facts and the documents, the

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Applicant has prayed for the initiation of CIRP against the Respondent.

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On the issuance of notice, the Respondent /CD through its Managing Director Mr. Sunil Kumar Bansal filed its reply dated 16.12.2019 and written submissions dated 07.03.23 stating mainly, the following:

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9.1 There is no specific authorization attached or shown to have been given to the person filing the present application to initiate the present application under Section 7 of the IBC 2016. It is purportedly filed by one Mr. Ved Prakash, who is stated to be Manager, Assets Recovery Management Branch, Sector 17-B, Chandigarh, of the Applicant Bank, declaring that the said Mr. Ved Prakash is duly authorized to file the present application vide power of attorney dated 21.08.2015 annexed as Annexure A-1 to the Application. No date is mentioned on the alleged power of attorney at all and is not shown as to how and under what authority Applicant Bank has authorized Mr. Ved Prakash to file the present Application. Thus, the said power of attorney is bad in law and the same renders the present application as non-maintainable and liable to be rejected.

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9.2 The alleged power of attorney is prima facie grossly incomplete as certain pages are missing from the said power of attorney and it does not bear the proper signatures and stamp of the Executant of the Power of attorney or the purported attorney Mr. Ved Prakash himself. The said Power of attorney does not even bear the signatures of any witness to it

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 6 of 22

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and also does not mention anything about the designation or any employee identification of Mr. Ved Prakash. Thus, the present application is liable to be rejected at the threshold.

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9.3 The Applicant approached the Respondent Company for takeover of a loan from Punjab & Sind Bank (PSB), to which they agreed and the applicant bank offered that a rebate of 1% would be given to it on interest to be charged. But the applicant bank backed out of its promises and has wrongly calculated the interest while filing the case, without considering the rebate of 1% which led to erosion of capital/money in the form of extra payment of interest that could otherwise be utilized towards the repayment of the existing loan amount.

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While perusing the record, it is seen from the order dated 21.03.2022 that a third party namely, TDS Management Consultant Pvt Ltd. (or TDS in short, claiming to be a 50% shareholder) represented by Mr. Arvind Baloni through Mr. Anil Kumar Aggarwal, Advocate also filed a reply vide CA No. 903/2019, which was taken on record. TDS filed its reply dated 18.10.2019 and written submissions dated 06.01.23 submitting mainly, the following: -

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10.1 When the corporate debtor was in financial crisis, its directors Mr Sunil Kumar Bansal and Mrs. Priyanka Bansal (for short, "the Bansal’s" ) approached the TDS Management Consultant Pvt. Ltd. ( for short, "TDS" ) with the proposal that the TDS may purchase a stake in the hotel by

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CP (IB) -319 / Chd / Chd /2019

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Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 7 of 22

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becoming not less than 50% shareholder in the corporate debtor. Accordingly, an MOU dated 16.12.2017 was executed between the TDS and the corporate debtor through its Director Mr. Sunil Kumar Bansal. According to this MOU, TDS was allotted/ transferred 50% shares in the share capital of the corporate debtor and its nominee Mr. Arvind Baloni was appointed as a director of the corporate debtor.

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10.2. The applicant Bank has been acting in connivance and collusion with the promoters/directors of the company namely Mr. Sunil Kumar Bansal and Mrs. Priyanka Bansal. The applicant had directly or indirectly allowed the said promoters/directors of the corporate debtor to open and operate bank accounts in other banks. Hence the applicant cannot take advantage of their own wrong.

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10.3 The applicant bank has concealed the material fact that it has given loans/ credit facilities of the amount aggregating to Rs. 11.45 crores to M/s Garib Nawaz Polymers Private Limited which is the private company of “Bansals” and in violation of Section 295 of the Companies Act, 1956 (now Section 185 of the Companies Act, 2013) it has illegally mortgaged/hypothecated/charged the hotel property and other assets of the corporate debtor as security and has also taken guarantee of the corporate debtor for securing the loans/credit facilities given by it to M/s Garib Nawaz Polymers Private Limited.

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CP (IB) -319 / Chd / Chd /2019

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Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 8 of 22

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10.4 The applicant bank has further concealed the material fact that it has given loans/ credit facilities of the amount aggregating to Rs. 10.90 crores to M/s G. N. Pets which is a proprietorship Firm of Mr. Sunil Kumar Bansal, a Director of the Corporate Debtor. And in violation of Section 295 of the Companies Act, 1956 (now Section 185 of the Companies Act, 2013) the bank has illegally mortgaged/hypothecated/charged the hotel property and other assets of the corporate debtor as security and has taken guarantee of the corporate debtor for securing the loans/credit facilities given by it to M/s G.N. Pets. Giving of such security or guarantee by the corporate debtor for the loans of a proprietorship firm of its Director is prohibited under Section 295 of the Companies Act 1956. Hence, the security and guarantee given by the Corporate Debtor for the loans/ credit facilities of M/s G.N. Pets are illegal, null and void.

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10.5 The application has not been filed with proper

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resolution/authorization. The General Power of Attorney attached with the application in favour of Mr. Ved Prakash, Manager of PNB is not signed by any officer of the bank. Moreover, all the pages of the impugned power of attorney have not been placed on record. The incomplete and unsigned General Power of Attorney is null and void and it cannot be admitted in evidence as such. The authority letter attached with the application dated 06.06.2019 is signed by another officer not named in the power of attorney and it is not supported by the resolution of the Board of Directors of the bank.

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 9 of 22

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In rebuttal, the applicant has filed a Rejoinder dated 06.01.2020 to the reply filed by the Corporate Debtor; a rejoinder dated 12/08/2022 to the reply filed by TDS and written submissions dated 17.02.23 stating mainly the following:

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11.1 The General Power of Attorney dated 21.08.2015 has been issued by the competent authority of the Applicant Bank in favour of Sh. Ved Prakash, the Manager by whom the present application under Section 7 has been filed. However, inadvertently, the last page of the GPA could not be annexed to the main application. It is contended that the GPA dated 21.08.2015 is complete in all respects and the affidavit of the said manager in support are annexed as Annexure A-2 & A-3 respectively. Soon after filing of the application, the original GPA complete in all respects was also exhibited before the Ld. Registrar, as per the laid down procedure. In para 4 of the GPA, it has been incorporated that the GPA holder has the power to do and transit singly the following acts and matters and things as mentioned therein. The GPA holder has also been authorized to take steps to initiate Insolvency and Liquation Proceedings against the debtors of the bank, to appear and Act in a Court of Insolvency and Liquidation Judge, to file claims etc. As such, the GPA issued by the competent authority of the bank is genuine and valid. In addition to the GPA, the specific authority dated 06.06.2019 (Annexure A-2 of the application) issued by the Assistant General Manager of the bank, who is

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 10 of 22

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in charge of the branch of the Financial Creditor, has also been placed on record.

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11.2 No such pre-condition of rebate in rate of interest (as claimed by the respondent) has ever been offered by the Financial Creditor to the Corporate Debtor. The floating rate of interest has been charged by the Financial Creditor according to the terms and conditions of the sanction of the credit facilities and loan and security documents executed by the Corporate Debtor along with guarantors and mortgagors.

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We heard the submissions of both parties and perused the pleadings on record, including the Written Submissions filed by both parties. The Respondent in its defence has contended that the application has not been filed with proper resolution/authorization of the Bank. The General Power of Attorney attached with the application in favour of Mr. Ved Prakash, Manager of PNB is not signed by any officer of the bank and is incomplete as certain pages are missing.

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Per Contra, the Applicant has annexed various documents to prove that the General Power of Attorney dated 21.08.2015 has been issued by the competent authority of the bank in favour of Sh. Ved Parkash, the Manager by whom the application u/s 7 has been filed. During the hearing, Ld. Counsel stated that inadvertently, the last page of the GPA could not be annexed with the application. In support of its contentions, the Ld. Counsel for the Applicant referred to the GPA dated 21.08.2015

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 11 of 22

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and affidavit of the said manager in support annexed as Annexure A-2 & A-3 respectively in rejoinder and the specific authority dated 06.06.2019 (Annexure A-2 of the application) issued by Assistant General Manager of the bank, who is in-charge of the branch of the Financial Creditor.

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To examine the contention of the respondent regarding the “GPA”, we refer to the document i.e., “The General Power of Attorney placed by the applicant in its Rejoinder (Pages 21 -25)’’ which reads thus:

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 12 of 22

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 13 of 22

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 14 of 22

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Thus, on perusal of the aforesaid document, we find that the GPA is complete for filing the application before NCLT under IBC. It is observed that this Application has been filed by the duly authorized person Sh. Ved Prakash. Thus, we reject the contentions raised by the respondent on account of GPA.

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 15 of 22

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The Applicant Bank has also placed on record the loan recall/

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Demand notice, which reads thus:

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 16 of 22

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While perusing the case record, it is also noticed from the orders dated 11.08.2023, 19.10.2023, 12.12.2023 and 23.01.2024 of this Adjudicating Authority that the Respondent Company itself had proposed to the Applicant Bank for a one-time settlement of its dues, which in terms of the judgment of the Hon’ble Supreme Court in “Dena Bank (now Bank of Baroda) vs. C. Shivakumar Reddy and Anr.” is an acknowledgment of debt. The relevant para of the judgment dated 04.08.2021 reads thus:

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“141. Section 18 of the Limitation Act cannot also be construed with pedantic rigidity in relation to proceedings under the IBC.

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This Court sees no reason why an offer of One Time Settlement of a live claim, made within the period of limitation, should not also be construed as an acknowledgment to attract Section 18 of the Limitation Act. In Gaurav Hargovindbhai Dave (supra) cited by Mr.

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 17 of 22

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Shivshankar, this Court had no occasion to consider any proposal for one time settlement. Be that as it may, the Balance Sheets and Financial Statements of the Corporate Debtor for 2016-2017, as observed above, constitute acknowledgement of liability which extended the limitation by three years, apart from the fact that a Certificate of Recovery was issued in favour of the Appellant Bank in May 2017. The NCLT rightly admitted the application by its order dated 21st March, 2019”.

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(Emphasis placed)

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As regards the contention raised by the third party “TDS Management Consultant Private Limited” claiming to be a 50% of the shareholder in the CD, we refer to Para 23 of the order of the Principal Bench of NCLT in the matter of Go Airlines (India) Limited in CP No. (IB)-264(PB)/2023 , which reads thus:

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“ 23. Undisputedly, before the commencement of CIRP, an Application under Sections 7 and 9 are in personam i.e., a litigation between two parties, where notice to the Respondent/Corporate Debtor is a matter of right. Usually, there are no other parties as Respondent other than the Corporate Debtor in Section 7 and 9 applications. There are various instances, where the Hon’ble NCLAT and this Adjudicating Authority prohibited the intervention of other parties/Creditors in Section 7 or Section 9 Application on the ground that they are not necessary parties to the Application. The instances of such Judgements are given below:

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(i) Hon’ble NCLAT in its Judgement dated 18.02.2021 in the matter of “Vekas Kumar Garg vs. DMI Finance Pvt. Ltd. & Anr.” in Company Appeal (AT) (Insolvency) No. 113 of 2021 with respect to the right of a third party to intervene in a Section 7 Application at a pre-admission stage, held as reproduced overleaf:

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 18 of 22

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“3. After hearing learned counsel for the Appellant and going through the record, we are of the view that the ground projected by the Appellant in his capacity as Resolution Professional of NDL for seeking impleadment in CP IB2115/ND/2019 pending consideration before the Adjudicating Authority does not warrant impleadment of Appellant as party Respondent. In an application under Section 7, the Financial Creditor and the Corporate Debtor alone are the necessary party and the Adjudicating Authority is, at the pre-admission stage, only required to satisfy itself that there is a financial debt in respect whereof the Corporate Debtor has committed a default warranting triggering of CIRP. The Adjudicating Authority is required to satisfy itself in regard to there being a financial debt and default thereof on the part of the Corporate Debtor besides the application being complete as mandated under Section 7(5) of the ‘I&B Code’ and then pass an order of admission or rejection on merit as mandated under sub-section (4) of Section 7 within 14 days. No third party intervention is contemplated at that stage.

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(Emphasis added)

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(ii) NCLT Delhi Court-II, in the matter of “SREI Infrastructure Finance Limited Vs M/s. Alstrong Enterprises India Private Limited”, while deciding an Application IA-1615/2021 filed by Punjab National Bank opposing a Section 7 Application, observed vide order dated 02.07.2021 that:

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“10. We further notice that under the scope of Section 7 of IBC, 2016, the third person is not a necessary party. Only the Financial Creditor and the Corporate Debtor are the necessary party in these proceedings.

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11. We further notice that the applicant has filed this application under Section 60(5) of IBC, 2016. Admittedly, the IB/913/2020 has not been admitted as yet. Therefore, in our considered view, the applicant is not a necessary party and even their prayer, which has been made under Section 60(5) of the IBC, 2016, cannot be allowed.

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(Emphasis added)

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 19 of 22

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Thus, in terms of the judgments (supra) and the legal position stated above, we observe that a third party like TDS in the instant case has no locus in a Section 7 application. Hence, we do not consider it necessary to deal with their contentions.

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In view of the abovementioned discussion, we find that the Applicant bank has been able to establish the debt and default of the Respondent beyond doubt.

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In the given facts and circumstances, the present Application being complete and the Applicant having established the default on the part of the Respondent in payment of the Financial Debt for an amount being above the minimum threshold limit, the present Application is admitted in terms of Section 7(5) of the IBC and accordingly , the Moratorium is declared in terms of Section 14 of the Code. As a necessary consequence of the Moratorium in terms of Section 14(1) (a), (b), (c) & (d), the following prohibitions are imposed, which must be followed:

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“(a) The institution of suits or continuation of pending suits or proceedings against the Respondent including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority;

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 20 of 22

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(b) Transferring, encumbering, alienating or disposing of by the Respondent any of its assets or any legal right or beneficial interest therein;

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(c) Any action to foreclose, recover or enforce any security interest created by the Respondent in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

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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 Respondent.”

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As proposed by the Applicant, this Bench appoints Sh. Jalesh Kumar Grover as IRP having Registration IBBI/IPA-001/IP-P00200/20172018/10390 Email ID: [email protected]. The antecedents of the proposed IRP have been verified by the Legal Research Associate of this Adjudicating Authority. This Adjudicating Authority further orders that:

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Sh. Jalesh Kumar Grover as an IRP having Registration No. IBBI/ IPA-001/ IP-P00200/ 2017-2018/ 10390 , Email ID [email protected] is directed to take charge of the CIRP of the Respondent with immediate effect. The IRP is further directed to take the steps as mandated under the IBC specifically under Sections 15, 17, 18, 20, and 21 of IBC, 2016.

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The Applicant is directed to deposit Rs. 2,00,000/- (Two Lakhs) only with the IRP to meet the immediate expenses. The amount, however, will

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CP (IB) -319 / Chd / Chd /2019

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Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 21 of 22

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be subject to adjustment by the Committee of Creditors as to be duly

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accounted for by IRP and shall be paid back to the Applicant.

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A copy of this Order shall immediately be communicated to the Applicant Bank, the Respondent Company, and the IRP named above, by the Court Officer/Registry of this Tribunal.

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A copy of the Order shall also be forwarded by the Court Officer/Registry to IBBI for their records.

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Sd/Sd/- (L.N. Gupta) (Harnam Singh Thakur) Member (T) Member (J)

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CP (IB) -319 / Chd / Chd /2019 Punjab National Bank Vs. Garib Nawaz Pvt. Ltd .

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Page 22 of 22

In the matter of Garib Nawaz Hotels Pvt. Ltd. [Company Petition No. (Ib) No.319-Chd-Chd-2019]

Case brief

What is this about?

What did the court decide?

In the matter of Garib Nawaz Hotels Pvt. Ltd. [Company Petition No. (Ib) No.319-Chd-Chd-2019]

Case brief

What is this about?

What did the court decide?

What the court decided

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