2021 (8) TMI 314 - SC - IBC

Interest-free loans to companies qualify as financial debt under IBC Section 5(8), lenders can initiate insolvency proceedings

M/s. Orator Marketing Pvt. Ltd. Versus M/s. Samtex Desinz Pvt. Ltd.

M/s. Orator Marketing Pvt. Ltd. Versus M/s. Samtex Desinz Pvt. Ltd. - [2021] 228 Comp Cas 102 (SC) Issues Involved:1. Determination of whether an interest-free term loan qualifies as a 'financial debt' under Section 5(8) of the Insolvency and Bankruptcy Code, 2016 (IBC).2. Eligibility of the appellant to initiate the Corporate Insolvency Resolution Process (CIRP) under Section 7 of the IBC.Issue-Wise Detailed Analysis:1. Determination of whether an interest-free term loan qualifies as a 'financial debt' under Section 5(8) of the Insolvency and Bankruptcy Code, 2016 (IBC):The core issue in this appeal was whether a term loan given to a corporate person, free of interest, qualifies as a 'financial debt' under Section 5(8) of the IBC. The appellant, an assignee of the debt, contended that the loan, although interest-free, was advanced to meet the working capital requirements of the corporate debtor and should be considered a financial debt.The NCLT and NCLAT had dismissed the appellant's petition on the grounds that the loan was interest-free and thus did not meet the definition of 'financial debt' under Section 5(8) of the IBC. The NCLT noted, 'Mere grant of loan and admission of taking loan will ipso facto not treat the applicant as ‘Financial Creditor’ within the meaning of Section 5(8) of the Code.' The NCLAT affirmed this view, stating that the loan agreement did not provide for the payment of interest, and thus, the appellant failed to prove that the loan was disbursed against consideration for the time value of money.However, the Supreme Court found this interpretation flawed. It emphasized that the definition of 'financial debt' in Section 5(8) of the IBC should not be read in isolation but in the context of the entire statute. The Court highlighted that the term 'financial debt' includes any debt disbursed against the consideration for the time value of money, and the words 'if any' in the definition indicate that interest is not a mandatory component. The Court stated, 'If there is no interest payable on the loan, only the outstanding principal would qualify as a financial debt.'The Supreme Court also referred to the inclusive nature of the definition under Section 5(8), which encompasses various forms of financial arrangements, including those having the commercial effect of borrowing. The Court concluded that an interest-free loan advanced to meet the working capital requirements of a corporate debtor has the commercial effect of borrowing and thus qualifies as a financial debt.2. Eligibility of the appellant to initiate the Corporate Insolvency Resolution Process (CIRP) under Section 7 of the IBC:The second issue was whether the appellant, as an assignee of the debt, was eligible to initiate the CIRP under Section 7 of the IBC. The NCLT and NCLAT had held that since the loan was interest-free, the appellant did not qualify as a financial creditor and was thus ineligible to file the application under Section 7.The Supreme Court disagreed with this conclusion, stating that the eligibility to initiate CIRP should be adjudicated based on the definitions and provisions of the IBC. The Court noted that under Section 7, a financial creditor can file an application for initiating CIRP against a corporate debtor when a default has occurred. The term 'financial creditor' includes any person to whom a financial debt is owed, and this debt can be legally assigned.The Court reiterated that the trigger for initiating CIRP is the occurrence of a default, defined as non-payment of a debt when it becomes due and payable. The definition of 'debt' includes financial debt, which, as established, encompasses interest-free loans. Therefore, the appellant, as an assignee of the financial debt, was eligible to initiate CIRP under Section 7.Conclusion:The Supreme Court allowed the appeal, setting aside the judgments of the NCLT and NCLAT. It held that the interest-free loan advanced to meet the working capital requirements of the corporate debtor qualifies as a financial debt under Section 5(8) of the IBC. Consequently, the appellant, as an assignee of this debt, is a financial creditor eligible to initiate CIRP under Section 7 of the IBC. The petition under Section 7 was revived and remanded for fresh consideration in light of these findings.