Tribunal upholds exclusion of related parties, deems uninvoked Guarantee Deed claim inadmissible

The Tribunal dismissed the Appeals, affirming the decision of the Adjudicating Authority to exclude the Appellants from the CoC as they are 'Related Parties' and their Claim based on an uninvoked Guarantee Deed was inadmissible. The Tribunal also recognized the locus of an individual Homebuyer to challenge the Claims of other Creditors.

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Issues Involved:
1. Whether the Adjudicating Authority was right in applying the ratio of ‘Anuj Jain (IRP of Jaypee Infratech Ltd.)' to the facts of the case and holding that the Appellants are not ‘Financial Creditors' due to no direct disbursal of amount to the ‘Corporate Debtor'.
2. Whether an individual Homebuyer has the locus to challenge the admission of a Claim of another Creditor/‘Financial Creditor'.
3. Whether the Appellant can make a ‘Claim' on the basis of the ‘Guarantee Deed' which was never invoked pre-commencement of the CIRP, thereby meaning that ‘Right to Payment' has not yet accrued.
4. Whether the Appellants are ‘Related Parties' of the ‘Corporate Debtor' and whether they were in a position to control the affairs of the ‘Corporate Debtor' to fall within the ambit of the definition of ‘Related Party' as defined under Section 5(24) of the Code.

Detailed Analysis:

1. Applicability of ‘Anuj Jain (IRP of Jaypee Infratech Ltd.)' Judgment:
The Tribunal held that the ratio of ‘Anuj Jain' is not applicable to the facts of the case. The Tribunal noted that despite no direct disbursal to the Corporate Guarantor, the amounts released to the Issuer/Principal Borrower constitute ‘Financial Debt' under Section 5(8) of the Code. The focus should be on whether there was a ‘default' and whether the amounts are ‘due and payable' as on the date of filing of the ‘Claim'. Therefore, the Tribunal disagreed with the Adjudicating Authority's reliance on ‘Anuj Jain' to conclude that the Appellants are not ‘Financial Creditors'.

2. Locus of Individual Homebuyer to Challenge the Claim:
The Tribunal held that a single Homebuyer has the locus to challenge the Claim of another Creditor. It referenced the Hon'ble Supreme Court's judgment in ‘Phoenix ARC Pvt. Ltd. Vs. Spade Financial Services Ltd. & Ors.', which stated that ‘Financial Creditors' forming part of the CoC must be heard during proceedings determining the status of other ‘Financial Creditors'. The Tribunal also referred to its own decision in ‘Aashray Social Welfare Society & Ors. Vs. Saha Infratech Pvt. Ltd. & Ors.', which supported the right of Homebuyers to be heard in such matters.

3. Claim Based on Uninvoked Guarantee Deed:
The Tribunal agreed with the Adjudicating Authority that the Appellants cannot claim amounts in the CIRP of the ‘Corporate Debtor' based on a Guarantee Deed that was never invoked pre-commencement of the CIRP. The Tribunal cited the Hon'ble Supreme Court's judgment in ‘Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited', which held that an uninvoked Corporate Guarantee cannot be considered a ‘Matured Claim'. The Tribunal emphasized that a ‘Claim' gives rise to a debt only when it becomes due, and in this case, the Guarantee was invoked after the initiation of CIRP, making the Claim inadmissible.

4. Related Party Status:
The Tribunal analyzed various clauses in the Sanction Letter, Articles of Association, Facility Agreement, and Builder Buyer Agreement to determine the control exercised by the Appellants over the ‘Corporate Debtor'. The Tribunal concluded that the Appellants had ‘positive control' over the ‘Corporate Debtor' and were in a position to influence management and policy decisions. This control included the ability to appoint directors, control project revenue accounts, and influence business plans and key managerial appointments. The Tribunal held that the Appellants fall within the definition of ‘Related Party' under Section 5(24) of the Code, and their inclusion in the CoC would lead to conflicts of interest. Consequently, the Tribunal upheld the Adjudicating Authority's decision to exclude the Appellants from the CoC.

Conclusion:
The Tribunal dismissed the Appeals, affirming the decision of the Adjudicating Authority to exclude the Appellants from the CoC as they are ‘Related Parties' and their Claim based on an uninvoked Guarantee Deed was inadmissible. The Tribunal also recognized the locus of an individual Homebuyer to challenge the Claims of other Creditors.

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