Tribunal dismisses SPPL's insolvency petition against AHCL, ruling SPPL not operational creditor. JDA, JVA key.

Samyak Project Pvt. Ltd. Versus Ansal Housing & Construction Ltd.

Samyak Project Pvt. Ltd. Versus Ansal Housing & Construction Ltd. - TMI Issues Involved:
1. Determination of whether the petitioner qualifies as an Operational Creditor under the Insolvency and Bankruptcy Code (IBC).
2. Examination of the Joint Development Agreement (JDA) and Joint Venture Agreements (JVA) terms.
3. Analysis of the financial transactions and liabilities between the parties.
4. Consideration of the applicability of the IBC provisions to the contractual relationship.
5. Evaluation of the petitioner's claims and the respondent's defenses.

Issue-wise Detailed Analysis:

1. Determination of whether the petitioner qualifies as an Operational Creditor under the Insolvency and Bankruptcy Code (IBC):
The petitioner, M/s. Samyak Projects Private Limited (SPPL), filed a petition under Section 9 of the IBC, claiming to be an Operational Creditor of the Corporate Debtor, M/s. Ansal Housing and Construction Limited (AHCL). The respondent disputed this claim, arguing that the relationship between the parties was governed by a Joint Development Agreement (JDA) and Joint Venture Agreements (JVA), which outlined a revenue-sharing arrangement rather than a service-provision relationship. The tribunal concluded that the petitioner did not qualify as an Operational Creditor because the agreements indicated a joint development project with shared responsibilities and profits, not a service provider relationship.

2. Examination of the Joint Development Agreement (JDA) and Joint Venture Agreements (JVA) terms:
The tribunal reviewed the JDA and JVA terms in detail. The agreements outlined the roles and responsibilities of both parties, including land provision by SPPL and development by AHCL. Key clauses related to costs, construction, completion, and revenue sharing were examined. For instance, Clause 4.5 of the JDA specified the construction timeline, while Clause 7 detailed the cost responsibilities. Clause 12 elaborated on the sharing of sales realizations and other revenues. The tribunal noted that these agreements reflected a joint development effort with mutual obligations, rather than a service contract.

3. Analysis of the financial transactions and liabilities between the parties:
The petitioner claimed various amounts as dues from the Corporate Debtor, supported by demand notices and statutory notices. The tribunal examined the financial transactions and found that substantial amounts had already been received by the petitioner under the JDA, with ongoing liabilities and claims between the parties. For example, the petitioner admitted to receiving significant sums for different projects but claimed additional amounts with interest. The tribunal viewed these as ongoing business liabilities rather than debts owed to an Operational Creditor.

4. Consideration of the applicability of the IBC provisions to the contractual relationship:
The tribunal considered whether the IBC provisions were applicable to the contractual relationship between the parties. It referred to the definitions of "Operational Creditor" and "Operational Debt" under Section 5 of the IBC and concluded that the petitioner's claims did not fit these definitions. The agreements indicated a joint venture with shared risks and profits, not a creditor-debtor relationship. The tribunal also noted that the agreements provided for arbitration in case of disputes, further supporting the view that the relationship was not one of service provision.

5. Evaluation of the petitioner's claims and the respondent's defenses:
The tribunal evaluated the petitioner's claims for amounts due under the JDA and JVA, along with the respondent's defenses. The respondent argued that the claims were part of ongoing business transactions and not debts owed to an Operational Creditor. The tribunal agreed, noting that the agreements outlined a comprehensive revenue-sharing arrangement, including provisions for unsold stock and future revenues. The tribunal also referred to a similar case (M/s. Vipul Limited vs. M/s. Solitaire Buildmart Pvt. Ltd.), where the Hon'ble NCLAT held that a joint development agreement constituted a contract of reciprocal rights and obligations, not a basis for an Operational Creditor claim under the IBC.

Conclusion:
The tribunal dismissed the petition, concluding that the petitioner did not qualify as an Operational Creditor under the IBC. The agreements reflected a joint development project with shared responsibilities and profits, not a service provider relationship. The tribunal also dismissed an application by the petitioner seeking to restrain the respondent from selling units in the projects, as it was deemed infructuous in light of the main petition's dismissal.