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2025 Supreme(Online)(NCLT) 5186
NATIONAL COMPANY LAW TRIBUNAL
Sh. Hariharan Neelakanta Iyer, J, Ms. Lakshmi Gurung, Member (Judicial)
L & T Finance Limited – Appellant
Versus
Divyesh Desai Resolution Professional of Rajesh Estates and Nirman Private Limited – Respondent
C.P. No. (IB) 560/MB/C-III/2022|I.A. 4404 of 2024
For the Appellants/Petitioners: Adv. Shyam Kapadia, Adv. Jyotika Raichandani, Adv. Shruti Mania, Adv. Kashmita Belwalkar i/b Solomon and Co.
For the Respondent: Mr. Pulkit Sharma a/w Adv. Neel Mehta, Adv. Rishab Chandra i/b Vaish Associates
A claim based on an uninvoked guarantee can be admitted under the Insolvency and Bankruptcy Code, and a Resolution Professional cannot unilaterally reject an already admitted claim.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5) - Claim admission - The Application challenged the rejection of a claim of approximately INR 210 crores by the Resolution Professional. The prior admitted claim was subsequently rejected on grounds of non-invocation of guarantee prior to insolvency commencement, referencing judgements on the nature of corporate guarantees. (Paras 9.8, 10, 20, 34)
(B) Corporate Debtor - Rights of secured creditors - While a Resolution Professional can revise admitted claims based on law requirements, the act of unilateral rejection of an already admitted claim by the RP is beyond their powers and can only be properly addressed by the adjudicating authority. The Court reaffirmed the authority of the RP to verify but not to unilaterally reject claims, establishing that an uninvoked guarantee can still qualify as a claim. (Paras 16, 19, 22, 34)
| Table of Content |
|---|
| 1. claim rejection and admissions process (Para 1 , 2) |
| 2. arguments against claim rejection and the role of rp (Para 3 , 4) |
| 3. limitations of rp authority and claim verification (Para 14 , 15 , 21 , 22) |
| 4. admissibility of claims based on uninvoked guarantees (Para 28 , 34 , 36) |
Per: Ms. Lakshmi Gurung, Member (Judicial)
1. M/s L & T Finance Limited (Applicant/L&T) has moved the present application challenging the rejection of its claim of Rs. 209,96,04,196/- (Rupees Two Hundred and Nine Crores Ninety-Six Lakhs Four Thousand One Hundred and Ninety Six Only) by the Resolution Professional (RP Respondent) of Rajesh Estates and Nirman Private Limited (Corporate Debtor).
2. Brief Background:
2.1 The Applicant had sanctioned a term loan facility of Rs. 212 crores to one M/s Odeon Constructions and Developers Private Limited (Borrower/Odeon) vide the Sanction Letter dated 24.12.2021. Subsequently, loan agreement dated 31.01.2022 was executed between the Applicant and the Borrower. Against this term loan, the corporate debtor executed Corporate Guarantee dated 31.01.2022 on the same date.
2.2 The applicant has mentioned about Joint Development Agreement (JDA) dated 09.02.2022 for construction and two Supplement Agreements executed on 16.02.2022 and 06.09.2022 but has not further elaborated on the same and has not annexed copies of the said JDA and Supplemental Agreements.
2.3 In addition to the corporate guarantee given by the CD to secure the loan of Rs. 212 crores to Odeon by the applicant, the Corporate Debtor also executed a registered Deed of Mortgage dated 15.07.2022, in favour of the Catalyst Trusteeship Limited, the Security Trustee (acting on behalf of L&T).
2.4 In the meantime, the captioned Company Petition No. 560/2022 came to be filed against the Corporate Debtor and vide order dated 24.03.2023, the Corporate Debtor was admitted to the Corporate Insolvency Resolution Process (CIRP). Public announcement inviting claims was made on 31.03.2023.
2.5 An appeal bearing no. CA (AT) (Ins) No. 460/2023 was preferred before the Hon’ble National Company Law Appellate Tribunal (Appellate Tribunal) challenging the admission order dated 24.03.2023. The Appellate Tribunal vide order dated 20.04.2023 directed the RP not to constitute the Committee of Creditors (CoC) of the Corporate Debtor. Finally, the appeal stood dismissed vide order dated 21.12.2023.
2.6 On 13.02.2024, the Applicant submitted its claim in Form C as a financial creditor for an amount of Rs. 209,96,04,196/- (claim amount).
2.7 The RP, vide email dated 05.03.2024, had raised queries regarding the delay in filing the claim and the invocation of guarantee. To this, the Applicant responded through email dated 13.03.2024. It is submitted by the Applicant that vide the said email dated 13.03.2024, the Applicant also requested the RP not to deal with the property charged to the Applicant under the Deed of Mortgage dated 15.07.2022.
2.8 Vide email dated 23.04.2024, the RP admitted the claim of the Applicant. However, subsequently, on 26.04.2024, the RP sent an email to the Applicant intimating about the rejection of the said claim on the ground that the guarantee was not invoked by the Applicant prior to the insolvency commencement dated (ICD) relying on the judgments of Ghanashyam Mishra and Sons Private Limited versus Edelweiss Asset Reconstruction Company Limited [(2021) 9 SCC 657] and IDBI Trusteeship Services Limited vs. Abhinav Mukherji & Ors. [2022 SCC OnLine NCLAT 267].
2.9 The Applicant, through its Advocates, replied vide letter dated 24.05.2024, inter alia, stating that the securities mortgaged in favour of the Applicant in respect of the Loan are jeopardised on initiation of CIRP in the Corporate Debtor and resultantly, the same qualifies as an Event of Default under the Loan Agreement. There was no response from the RP.
2.10 In the context of the preceding facets, the Applicant has filed the present application. The reliefs sought in particular are set forth here
