2025 (2) TMI 593 - AT - IBC

Machinery ownership dispute resolved in favor of corporate debtor during insolvency proceedings despite lease claims

NCLAT Principal Bench dismissed appeals challenging machinery ownership during insolvency proceedings. Appellant claimed machinery was leased to corporate ... Ownership of machinery in the context of insolvency proceedings - It is alleged that the machinery was given on lease to the CD and since it was only a transfer of interest, therefore, it does not amount to transfer of ownership - HELD THAT:- It is pertinent to mention that CD had already executed hypothecation cum loan agreement on 06.06.2014 with the FC whereby the machinery alongwith other machines were hypothecated. The FC had created charge over machinery much prior to the hypothecation in favour of IndusInd Bank by the Appellant which is otherwise not permissible much less without making intimation or taking approval from the FC because such hypothecation was clearly bad in law. It is also pertinent to note that application under Section 7 for initiation of CIRP had been filed by FC on 04.02.2019 and after its filing, the Appellant designedly included a journal entry dated 31.03.2020 on the basis of which the machinery was taken out from the books of the CD to avoid the asset going to the hands of the creditors of the CD and as soon as the RP came to know about it, the application bearing I.A No. 787 of 2023 was filed. The basic argument of the Appellant is that the machinery was leased out to the CD has to be established by way of a lease deed because it is a transaction between two companies and the lease amount has also to be mentioned but neither the lease deed nor the amount of lease has seen the light of the day rather the CD had hypothecated the machinery with the FC while securing the loan in terms of the loan agreement dated 06.06.2014 and in terms of clause 5(a)to(c) of the said hypothecation agreement, CD has created charge in respect of the machinery and a declaration has been made by the CD that the machinery has already been acquired and shall form part of prompters contribution to the loan sanctioned by FC. The last but not the least, the CD had admittedly claimed depreciation on the machinery as an owner because a lessee cannot claim depreciation. Conclusion - i) The machinery rightfully belonged to the CD and should be included in the resolution plan. ii) The depreciation benefits under income tax law are applicable to asset owners, not lessees. There are no error in the impugned order which calls for any interference by this Court in this appeal. Hence, both the appeals are found to be devoid of merit and the same are hereby dismissed. ISSUES PRESENTED AND CONSIDERED 1. Whether the disputed machinery formed part of the assets of the corporate debtor within the meaning of the Insolvency and Bankruptcy Code, 2016, and therefore could be included in the Information Memorandum and the approved resolution plan. 2. Whether the intervenor/third party's claim of ownership/lease over the machinery (including reliance on earlier acquisition, accounting treatment and alleged lease) excludes the machinery from the asset pool of the corporate debtor under the explanation to Section 18 of the Code. 3. Whether the journal entry dated 31.03.2020 and related accounting adjustments effected after initiation of insolvency proceedings could be treated as fraudulent/voidable and required reversal under Sections 49 and 66 of the Code. 4. Whether allowance of depreciation and hypothecation/representation to lenders by the corporate debtor are significant indicia of ownership for determining asset characterisation in insolvency. ISSUE-WISE DETAILED ANALYSIS - ISSUE 1: Characterisation of the machinery as an asset of the corporate debtor Legal framework: The Code defines 'assets' of the corporate debtor and excludes assets owned by third parties held under trust or contractual arrangements including bailment (explanation to Section 18). Sections 49 and 66 provide remedy to challenge and set aside fraudulent/undue transactions. Precedent treatment: The Tribunal relied on established principles that commercial conduct, accounting records, representations to financiers and creation of security interests are relevant indicia of ownership; specific citation to Supreme Court authority on depreciation (Mother Hospital Pvt. Ltd.) was treated as supporting law on who may claim depreciation. Interpretation and reasoning: The Tribunal examined contemporaneous documents - hypothecation/loan agreement showing the machinery included in hypothecated assets (dated 06.06.2014), representations to the financial creditor that the machine formed part of promoter's contribution, banking/TEV notes indicating installation and inclusion with other plant, and the corporate debtor's claiming of depreciation. The absence of any executed lease deed, evidence of lease payments, or disclosure in the corporate debtor's books of any lease arrangement weighed against the intervenor's claim. The Tribunal treated the subsequent journal entry of 31.03.2020 (removing the machine from the corporate debtor's books) as suspect given its timing after initiation of CIRP and the lack of supporting documentation. Ratio vs. Obiter: Ratio - where a claimed third-party ownership/lease is unsupported by documentary proof (no lease deed, no rentals, contrary hypothecation and representations to lenders, and owner/claimant's non-claim of depreciation), the machinery may be held to be an asset of the corporate debtor. Obiter - detailed factual inferences about related-party relationships and motivations for accounting entries may be fact-specific and not general propositions of law. Conclusions: The Tribunal concluded that the machinery formed part of the corporate debtor's assets and could be included in the Information Memorandum and the resolution plan. ISSUE-WISE DETAILED ANALYSIS - ISSUE 2: Applicability of the explanation to Section 18 (third-party ownership / lease / bailment) Legal framework: Explanation to Section 18 excludes third-party-owned assets held under trust/contractual arrangements from corporate debtor assets. Proof of such arrangements requires clear documentary evidence (e.g., executed lease/bailment agreements, accounting disclosures, and corresponding tax treatment). Precedent treatment: The Tribunal applied standard evidentiary and commercial law principles that legal title, overt acts (hypothecation, representations to banks), and tax/accounting treatment are probative on ownership claims. Interpretation and reasoning: The intervenor's assertion of a lease was unsupported by a lease deed, schedule of rentals, or disclosure consistent with accounting standards; conversely, the corporate debtor's books treated the machinery as fixed asset (depreciation claimed), and the corporate debtor had hypothecated the machinery to the financial creditor. The presence of hypothecation in favor of the financial creditor and prior representations that the machine was acquired by the corporate debtor undermined the third-party ownership claim. Ratio vs. Obiter: Ratio - absence of required documentary and accounting evidence of a lease/bailment prevents exclusion of an asset from the corporate debtor's estate under the explanation to Section 18. Obiter - observations on related-party links and attendant motives for accounting manipulations are context-specific. Conclusions: The explanation to Section 18 did not apply; the intervenor failed to establish a bona fide third-party ownership or lease excluding the asset from the corporate debtor's estate. ISSUE-WISE DETAILED ANALYSIS - ISSUE 3: Validity and effect of post-filing journal entry (31.03.2020) - fraudulent/voidable transaction Legal framework: The Code permits challenge and annulment of transactions that are fraudulent, preferential or intended to defeat creditors' interests (Sections 49, 66 and related provisions permitting reversal or contribution to the estate). Precedent treatment: The Tribunal treated transactions carried out after initiation of insolvency proceedings with heightened scrutiny, particularly where they result in diversion of assets from the creditor body. Interpretation and reasoning: The journal entry dated 31.03.2020, executed after filing of the Section 7 petition, removed the machinery from the corporate debtor's books and was recorded with narration indicating 'repossession as per management decision'. Given timing after institution of CIRP, absence of supporting lease documents, and evidence of prior hypothecation and possession, the Tribunal construed the entry as an attempt to place the asset out of reach of creditors. The RP's action to include the machine in the IM and to seek annulment under Sections 49 and 66 was therefore justified. Ratio vs. Obiter: Ratio - post-petition adjustments designed to divest the corporate debtor of assets without proper legal basis are susceptible to reversal as fraudulent/voidable transactions under the Code. Obiter - factual conclusions about intent and motive depend on the particular record. Conclusions: The journal entry was rightly treated as invalid for purposes of the insolvency estate; the application to set aside the transaction was allowed and the asset retained in the corporate debtor's estate. ISSUE-WISE DETAILED ANALYSIS - ISSUE 4: Evidentiary weight of hypothecation, accounting treatment and depreciation as indicia of ownership Legal framework: Commercial documentation (hypothecation/loan agreements), accounting records (fixed asset schedules, depreciation entries), and representations to lenders are relevant indicators of ownership and of the existence or absence of third-party rights. Precedent treatment: The Tribunal relied on the principle that depreciation under tax law is ordinarily claimable by the owner and recognition of an asset in the corporate debtor's books strengthens inference of ownership; cited Supreme Court authority on depreciation entitlement to support this view. Interpretation and reasoning: The corporate debtor's claiming of depreciation, inclusion of the machine in hypothecation schedules, banker process notes and TEV observations that the machine was installed with the corporate debtor cumulatively constituted strong evidence of ownership. The intervenor's mortgage/hypothecation with another bank (IndusInd) in favour of the intervenor was held to be ineffective against the earlier hypothecation and representations to the financial creditor and required proof of priority and permissibility - which was absent. Ratio vs. Obiter: Ratio - consistent accounting treatment and formal hypothecation by the corporate debtor constitute persuasive evidence of ownership in insolvency contexts absent contrary admissible documentary proof. Obiter - the exact interplay of competing charges between third parties may require separate adjudication. Conclusions: The Tribunal correctly afforded decisive weight to hypothecation and accounting treatment and rejected the intervenor's ownership claim. FINAL CONCLUSION On the facts and documents before it, the Tribunal's determinations-that (a) the machinery constituted an asset of the corporate debtor; (b) the intervenor failed to substantiate a third-party lease/ownership under the explanation to Section 18; and (c) the post-petition journal entry was a voidable device that warranted reversal and inclusion of the asset in the estate-are reasoned and sustain dismissal of the appeals. The holdings constitute the operative ratio for the factual matrix presented; ancillary factual observations remain case-specific. No costs were imposed.