Only the Financial Creditor and Corporate Debtor are necessary parties in pre-admission proceedings under the Insolvency and Bankruptcy Code.

ORDER

1. This Interlocutory Application has been filed on 03.01.2025 under Section 60 (5) of the Insolvency & Bankruptcy Code, 2016 (“IBC/Code”) read with Rule 11 of NCLT Rules, 2016 by Cerebra lntegrated Technologies Limited (“Corporate Debtor/Applicant”) with a prayer to implead a company named More Engineering LLP, Sunstar Realty Development Private Limited and Mr. Sunil Bhandari as Respondents in the main petition C.P. (IB) No. 59/BB/2024.

2. Brief facts of the application are given hereunder

a) The Financial Creditor-Just Right Life Limited has filed a Section-7 petition in Company Petition-(IB) 59/BB/2024 against the Corporate Debtor/Applicant to initiate Corporate Insolvency Resolution Process against the Corporate Debtor for a payment default of Rs. 2,63,34,740.

b) It is submitted that during the year 2021-22, the Corporate Debtor was desirous of raising funds for its business operations to the tune of Rs.200 Crores and at that time Mr. Sunil Bhandari i.e. Managing Director and CFO of Sunstar Realty Development Private Limited facilitated the aforesaid fund raise. Further Mr. Bhandari through M/s Sunstar Realty Development Private Limited and More Engineering LLP had arranged cumulative loan of Rs.5,40,00,000/- (Rupees Five Crore Forty Lakhs) for the Corporate Debtor. Further, all discussions relating to raising of the loan were undertaken by Mr. Bhandari directly with the Managing Director of the Corporate Debtor, for and on behalf the parties however the mode of repayment to the three loaning entities had not been finalized and the Corporate Debtor was informed by Mr. Bhandari that the same would be communicated in due course. Consequently, the parties had also not entered into any loan agreements, pending finalization of the above discussions and terms of repayment.

c) The discussions regarding fund raising and terms of the loan repayment with Mr. Bhandari were not fruitful and he started demanding immediate repayment the loans with an exorbitant interest of 50% per annum, and threatened to initiate legal actions against the Corporate Debtor in the event of failure to accede to his extortionist demands.

Pursuant to incessant negotiations between the Corporate Debtor and Mr. Bhandari it was amicably agreed that the Corporate Debtor would pay a cumulative sum of Rs.7.65 Crores to Sunstar Realty Development Private Limited (“SRDL”) by requesting their erstwhile Promoter, Mrs. Medha Hegde to pay SRDL on its behalf by selling 19,00,005 shares of the Corporate Debtor held by her and the Corporate Debtor will pay the balance amount of Rs.20 Lakhs in due course. The said proposal and arrangement made by the Corporate Debtor was agreed to by Mr. Bhandari. Accordingly, Mrs. Medha Hegde sold her shares of the Corporate Debtor and remitted the sum of Rs.7,46,69,150/- (Rupees Seven Crores Forty Six Lakhs Sixty Nine Thousand One Hundred and Fifty only) in the bank account of SRDL in four instalments, between 29.07 2022 and 23.08.2022, towards repayment of the aforementioned amounts with Corporate Debtor repaying the said amount to Mrs. Medha Hegde in due-course. Further, the Corporate Debtor also remitted the sum of Rs.20 Lakhs into the bank account of SRDL on 27.03 2023.

d) The Corporate Debtor states that despite the receipt of entire amount along with exorbitant rate of interest by Mr. Bhandari through the entities namely SRDL, Rishikesh Hire Purchase and Leasing Company and More Engineering Private Limited, Mr. Bhandari in collusion with above-mentioned entities, Financial Creditor and another entity namely-‘Bhardwaj Enterprises’, assigned the so-called liabilities associated with the aforesaid loans in favour of the Financial Creditor and Bhardwaj Enterprises’. The information regarding the said assignment