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2024 Supreme(Online)(NCLT) 1270
NATIONAL COMPANY LAW TRIBUNAL
SHRI MAHENDRA KHANDELWAL, DR. SANJEEV RANJAN, JJ
M/s Capital Trade Links Limited – Appellant
Versus
M/s Thukral Electric Bikes Private Limited – Respondent
COMPANY PETITION IB (IBC) NO. 884 of 2022
For the Appellant: Pankaj Agarwal, Shashawat Srivastava
For the Respondent: Mr. Vikram Aggarwal, Ms. Anjali
Corporate debtor not liable as guarantor; tripartite agreement indicates limited obligations.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 7 - Corporate Insolvency Resolution Process - Application by Financial Creditor - Corporate Debtor defaulted on payment of Rs.1,05,95,166/-. Financial Creditor contended that Corporate Debtor is guarantor in Tripartite Agreement. Court found that Corporate Debtor's liability is limited to informing and taking responsibility for the vendor/dealer. No loan was given to Corporate Debtor leading to dismissal of the petition. (Paras 11, 13, 14)
(B) Financial Guarantee - Role of Manufacturer - Manufacturer’s obligation to Vendor/Dealer does not transfer guarantee status to Corporate Debtor. (Paras 5.7, 12)
Facts of the case:
The application was based on alleged defaults in payments due from the Corporate Debtor under a tripartite agreement involving vendors.
Findings of Court:
The Corporate Debtor was found not liable as the agreement did not substantiate a debt owed by them to the Financial Creditor.
Issues: The primary issue was whether the Corporate Debtor was a guarantor for loans made to vendors.
Ratio Decidendi: The court held that the Corporate Debtor did not have the status of a guarantor under the terms of the agreement, highlighting specific clauses confirming limited liability.
Result: Petition dismissed.
| Table of Content |
|---|
| 1. application under ibc filed due to default in payment. (Para 1 , 3) |
| 2. allegations against corporate debtor regarding guarantee provisions. (Para 4 , 5) |
| 3. court analysis of liability based on tripartite agreement. (Para 6 , 8 , 10 , 12) |
| 4. corporate debtor not found liable under agreement terms. (Para 11 , 13) |
| 5. petition dismissed due to lack of substantiated debt. (Para 14) |
ORDER
PER: MAHENDRA KHANDELWAL, MEMBER (JUDICIAL)
1. This is an application filed under section 7 of the Insolvency and Bankruptcy Code, 2016 (for brevity “the Code”) read with rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules,2016, by M/s Capital Trade Links Limited (hereinafter referred to as ‘Financial Creditor’), through its Authorized Representative Mr. Shivam Kumar, seeking to initiate Corporate Insolvency Resolution Process (“CIRP”) against M/s Thukral Electric Bikes Private Limited [CIN: U35911DL2014PTC273183] (“Corporate Debtor”). The instant application was filed on 14.11.2022.
2. The Corporate Debtor was incorporated on 14.11.2014, having CIN: U35911DL2014PTC273183, under the Companies Act, 1956. Its registered office is at Plot 18 A, Ground Floor, Rajan Babu Road, Near Adarsh Nagar Metro Station, Adarsh Nagar New Delhi 110033. Therefore, this Bench has jurisdiction to deal with this application.
3. The present application is filed before this Adjudicating Authority on the ground that the Corporate Debtor has defaulted to make a payment of a sum of Rs. 1,05,95,166 /- (Rupees One Crore Five Lakh Ninety-Five Thousand One Hundred Sixty-Six only) as on 17.10.2021 (Date of Default).
Submissions of learned Counsel appearing for the Applicant are as under: -
4. The details of transactions leading to the filing of this petition as averred by the Applicant is as follows:
a) In the present case, the Financial Creditor is a RBI registered NBFC, involved in providing financing services to Medium and small scale businesses, whereas Corporate Debtor is engaged in Importing, Exporting, Trading, Supplying & Manufacturing of Electric Rickshaw (tricycles) and have a sales network in across Delhi NCR, wherein Corporate Debtor involves local Shopkeepers as authorized vendors/seller/distributors/agency holder/retail counters of Electric Rickshaw Manufactured by Corporate Debtor.
b) Corporate Debtor along-with M/s. Meerut Enterprises (one such authorized vendors/seller/distributors/agency holder/retail counters) approached Financial Creditor for lending/ providing loaning facility at retail counter of M/s. Meerut Enterprises to the buyers of Electric Rickshaw (tricycles) manufactured by Corporate Debtor. Based on the assurance and corporate guarantee given by Corporate Debtor, Financial Creditor entered into the agreement for providing finance facility to the prospective customers buying Electric Rickshaw from counter/dealership of M/s. Meerut Enterprises.
c) It is alleged by the Financial Creditor that the Corporate Debtor as guarantor along with M/s. Meerut Enterprises, and the Applicant, had jointly entered into the agreement for providing finance facility to the prospective customers of the M/s. Meerut Enterprises, who were eventually customer of Corporate Debtor. The Financial Creditor, on request of Corporate Debtor had agreed to extend the Finance Facility up to a maximum Seventy Percent (70%) of on Road Price of the product to the prospective customers approaching the M/s. Meerut Enterprises for financing of the product, manufactured by the Corporate Debtor on the specific terms and conditions.
d) Financial Creditor agreed to extend the finance facility to the buyers as recommended by the vendor/distributor from time to time in terms of this agreement. Accordingly, on 01.04.2019, a Loan Agreement was signed between the M/s Meerut Enterprises, Financial Creditor, and the Corporate Debtor. As per the terms of loan agreement, Corporate Debtor was to pay an interest @ 20 % P.A. on the loan amount. Copy of the Loan Agree
