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2025 Supreme(Online)(NCLT) 1225
NATIONAL COMPANY LAW TRIBUNAL
K. R. SAJI KUMAR, SANJIV DUTT, JJ
SREI EQUIPMENT FINANCE LIMITED – Appellant
Versus
ACIRA CONSULTANCY PRIVATE LIMITED – Respondent
C.P. (IB) No. 745/MB/2022 | IA (IBC) No. 2073/MB/2024
For the Appellants/Petitioners: Adv. Nausher Kohli, Adv. Subir Kumar, Adv. Disha Shah, Adv. Ayushi Adhikari
For the Respondents: Adv. Uzair Kazi, Adv. Shaikh Aziz Mohammed
The NCLT has jurisdiction to adjudicate insolvency matters based on the registered office of the corporate debtor, and the financial creditor's application for CIRP was validly filed despite challenges to its authority.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 7 - Corporate Insolvency Resolution Process (CIRP) initiation - Financial Creditor filed application for initiating CIRP due to default of Rs. 96,13,34,484/- by Corporate Debtor - Jurisdiction of NCLT Mumbai upheld despite CD's claims of Kolkata jurisdiction - Locus of FC to file application validated as per RBI's directives and Resolution Plan - Application admitted, moratorium declared and IRP appointed. (Paras 1.1, 7.3, 7.4, 7.7, 7.8)
(B) Jurisdiction - Statutory jurisdiction cannot be waived by private agreement - NCLT has the authority to adjudicate matters based on registered office location of corporate debtor. (Paras 7.3)
(C) Locus Standi - Authority of the Financial Creditor's Administrator to file the application upheld based on valid authorizations. (Paras 7.4)
(D) Financial Debt - Existence of financial debt and occurrence of default established, validating the claims of the Financial Creditor. (Paras 7.7)
| Table of Content |
|---|
| 1. factual background of insolvency application. (Para 1) |
| 2. arguments of the financial creditor. (Para 2) |
| 3. contentions of the corporate debtor. (Para 3) |
| 4. rejoinder of the financial creditor. (Para 4) |
| 5. contentions of the applicant/corporate debtor. (Para 5) |
| 6. contentions of the respondent/financial creditor. (Para 6) |
| 7. court's analysis and findings. (Para 7) |
ORDER
[PER: K. R. SAJI KUMAR, MEMBER (JUDICIAL)]
1. BACKGROUND
1.1 This C.P. (IB) No. 745/MB/2022 (Main Application/Section 7 Application) was filed on 13.06.2022 under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 (AAA Rules) by SREI Equipment Finance Limited, the Financial Creditor (FC), through Mr. B.C. Bhandari, Senior Vice President of the FC, authorised vide Authority Letter dated 17.01.2022, for initiating Corporate Insolvency Resolution Process (CIRP) in respect of Acira Consultancy Private Limited, the Corporate Debtor (CD).
1.2 The total amount of default alleged is Rs. 96,13,34,484/- (Ninety-Six Crore Thirteen Lakh Thirty-Four Thousand Four Hundred and Eighty-Four Rupees) as on 31.01.2022, including the principal amount of Rs.85,26,33,281/- along with interest calculated at the rate of 1% per annum compounded monthly and payable quarterly in arrears. It is based on default in the repayment of Rupee Term Loan for Rs.85,00,00,000/- (Eighty-Five Crore Rupees) including the disbursed amount of Seventy Crore Rupees.
1.3 The date of default mentioned in Part-IV of the Main Application is 31.07.2021, i.e., the date on which the CD defaulted in payment of monthly instalment of Rs.17,65,872/-. Since the CD defaulted in payment of its outstanding dues, the FC prays that CIRP may be initiated in respect of the CD under Section 7 of the IBC.
1.4 The CD filed IA (I.B.C) No. 2073/MB/2024 (IA) on 04.04.2024, under Section 60(5) of the IBC read with Rule 11 of the National Company Law Tribunal Rules, 2016, seeking directions against the FC to provide the complete copies of the approved Resolution Plan dated 18.01.2023 and the addendum dated 24.01.2023, as referred in the order dated 11.08.2023 of NCLT Kolkata Bench in Reserve Bank of India Vs. SREI Equipment Finance Limited., [CP(IB) No. 295/KB/2021 and IA(IBC) No. 434/KB/2023] (Resolution Plan Order), in respect of the Respondent/FC. The Applicant/CD in the IA has also sought directions against the Respondent/FC to provide the complete copy of the Resolution dated 17.08.2023 passed by the FC’s Implementation and Monitoring Committee (IMC)to the CD. It is the case of the Applicant/CD that the IMC Resolution has not authorised the Administrator appointed for the Respondent/FC to continue the Main Application on behalf of the FC.
2. CONTENTIONS OF FC
2.1 The FC is a public company and is involved in providing financial services while the CD is a Mumbai-based private company and is engaged in the business of consultancy and advisory services in the field of finance and capital market. For business purposes, the CD sought credit facilities from the FC, pursuant to which the FC sanctioned credit facilities to the tune of Rs.85,00,00,000/- for five years at an interest of 1.0% p.a. compounded monthly and payable quarterly in arrears vide FC’s Sanction Letter dated 29.10.2019.
2.2 Both the parties executed Rupee Loan Agreement dated 31.03.2019 (RLA) bearing Contract No. 184421. As per the RLA, non-payment of repayment instalment, interest or other dues would be considered as ‘event of default’ under Clauses 8.2 and 8.3 of the RLA, while Clause 8.21 of the RLA refers to other consequences of event of default including exercising such other remedies as permitted or available under applicable law. The interest and charges, and the repayment, are mentioned in the Schedule I and II, respectively to the RLA.
2.3 For availing the credit facilities for Eighty-Five Crore Rupees, the CD executed Hypothecation Deed dated 31.
