TaxTMI 
TaxTMI 
2020 (8) TMI 910
X X X X Extracts X X X X
X X X X Extracts X X X X
....itted default in making payment of Rs. 65,24,33,104/- (principal amount of Rs. 43,33,00,000/- plus interest @ 9 % p.a. from the respective date of subscription to till 21st April, 2019 amounting to Rs. 21,74,10,733/- and penal interest @ 6% p.a. amounting to Rs. 20,22,371/-) by invoking the provisions of Section 7 of the Insolvency & Bankruptcy Code (hereinafter called "Code") read with Rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016. Brief Facts of the Case: 2. The Counsel for the petitioner submits that the Corporate Debtor is engaged in the business of real estate, constructions, development of residential and commercial properties. The Corporate Debtor was desirous of raising funds for the purpose of its construction project at Borivali, Mumbai, for the project 'Satra Plazaa' at Jodhpar, Rajasthan which entailed construction of commercial building having mixture of retail, commercial, consisting of ground to five floors and hotel from 6th floor to 11th floor and other general corporate purposes. For the said purpose, the Corporate Debtor proposed to raise finance upto Rs. 56,00,00,000/- by the way of issuing debentures. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
...., offices, commercial premises and other receivables arising under the Jodhpur Project were to be accumulated in a dedicated escrow account. The Debenture Trustee was also to be informed of any event likely to have a material adverse effect on the Project, its profit, business, income or financial condition. The Corporate Debtor was liable to report details of such material adverse effect and details of litigation (including winding up proceedings). Article 8 of the Debenture Subscription Agreement sets out the Events of Default and the consequences thereof and in case of an event of default, the Debenture Holders are entitled to interalia call upon the Debenture Amounts to be paid. 7. The Debenture Trustee was appointed pursuant to a Debenture Trust Deed also executed on 1st March 2014 (hereinafter referred to as the "Debenture Trust Deed") by the Corporate Debtor and its promoter Mr. Praful Satra with the Debenture Trustee herein. The Debenture Trust Deed inter alia represents that the Debenture Trustee was appointed to act as trustee for the benefit of the Debenture Holders as well as in respect of the trust created pursuant to Clause 4.2 of the Debenture Trust Deed. The Debe....
X X X X Extracts X X X X
X X X X Extracts X X X X
....stallments between April and December 2016, as per the dates detailed in the said resolution. 10. The Corporate Debtor was unable to arrange for funds to redeem all the said 5600 Debentures by December 2016 and consequently, failed to redeem the said Debentures as per the schedule set out in its resolution of 12th February 2015. The Debenture Holders did not have any option but to wait till monies were obtained by the Corporate Debtor Company to complete full redemption of the said Debentures. That being said, they called upon the Corporate Debtor to redeem as many Debentures as it could redeem from time to time on the basis of the monies that were brought into the escrow account from the Jodhpur Project. Out of the monies brought into the escrow account, the Corporate Debtor redeemed 1270 Debentures between 31' March 2016 and 1" April 2017, being 200 Debentures held by Mr. Shreyans Shah and 1070 Debentures being jointly held by the Petitioner Nos. 2 and 3 i.e. Mr. Mayank Shah and Mrs. Shruti Mayank Shah. The Debenture Holders were paid interest thereon at the rate of 12% between 31" March 2016 and 1" April 2017 and they have received Rs. 14,19,25,627/- (net of TDS) in case ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r Project. 13. The Corporate Debtor addressed a letter dated 14th February 2018 to Mr. Mayank Shah, Petitioner No. 1 stating that there was lower realization of booking monies and subdued demand in the commercial segment in respect of the Satra Plaza project at Jodhpur. It was requested that the interest rate payable on the outstanding Debentures be reduced from 12% to 9% per annum from date of subscription. The Debenture Holders accepted the request for reduction of interest from 12% to 9% compounded every 9 completed calendar months on the outstanding Debentures by their letter dated 26th March 2018. 14. The Petitioner Nos. 2 and 3 informed the Debenture Trustee of its revision of interest and the Debenture Trustee, by its letter dated 27th March 2018 addressed to the Corporate Debtor, accepted the reduction of interest subject to compliance with regulatory requirements and as per the transaction documents. The restructuring of the Debentures and revised date of redemption was further approved by the Debenture Trustee by its letter dated 10th May 2018 addressed to the Corporate Debtor. 15. The Jodhpur Project did not recover its operations and on the contrary, even other....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lleged that the Corporate Debtor is not liable to make any payment towards the redemption of the said Debentures on the basis of an alleged 'settlement'. The Petitioners Nos. 2 and 3 state that this statement is patently false and that there has been no settlement between the parties. As per the agreement between parties, the Debentures are to be redeemed between April 2019 and December 2019 in the timeline as set out hereinabove and they continue to be liable to be redeemed. 18. The Petitioner Nos. 2 and 3 were not even informed of the letter of 3rd April 2019 by the Corporate Debtor. The Chartered Accountant of the Petitioner Nos. 2 and 3 came across this letter on the BSE Website and it was only then that the Petitioner Nos. 2 and 3 came to know of this letter. The Advocates for the Petitioner Nos. 2 and 3, under their instructions, addressed a letter dated 8th April 2019 to the Bombay Stock Exchange inter alia unequivocally denying that there was any settlement arrived as alleged and further asserting that the Corporate Debtor continues to be liable to pay to the Petitioner Nos. 2 and 3 the entire amount of outstanding Debentures together with agreed interest thereon....
X X X X Extracts X X X X
X X X X Extracts X X X X
....000 6. 04.04.2014 200 2,00,00,000 7. 07.04.2014 100 1,00,00,000 8. 15.04.2014 200 2,00,00,000 9. 22.04.2014 100 1,00,00,000 10. 25.04.2014 50 50,00,000 11. 29.04.2014 300 3,00,00,000 12. 05.05.2014 350 3,50,00,000 13. 10.07.2014 100 1,00,00,000 14. 08.11.2014 150 1,50,00,000 Total 4330 43,30,00,000 23. Reply of Corporate debtor: a. At the outset, the Respondent states that the present proceedings appear to have been filed by the petitioner No. 1 being the debenture trustee, at the behest of the MJS Group through the petitioner No. 2 and petitioner No. 3 only as a means to defraud the valuable rights of the respondent. b. The respondent states that the petitioner has not only breached, but also resiled and reneged from the larger understanding and settlement arrived at between the petitioner No. 2 and his group and the Respondent and its group. As is more particularly enumerated upon hereinafter the larger understanding and overall settlement were arrived at by the parties pursuant to prolonged negotiations and the settlement apropos the various facets that w....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e financial institution in respect of the credit facilities provided by the financial institution to various entities of the Satra Group. During these negotiations, the MJS Group and Satra Group arrived at a novated contract/agreement for the various transactions entered into between them. i. The Satra group had in the ordinary course of business have from time to time, availed several credit facilities from the MJS group and one financial institution including India Infoline Finance Ltd. and its subsidiary IIFL Home Finance Ltd. ii. A plethora of meetings held between the Satra Group and MJS Group between the period Diwali 2017 onwards. Similarly, meetings were also held by the Satra Group and MJS Group with the IIFL Group during the aforesaid period. iii. In pursuance of detailed deliberations and discussions, a unanimous agreement was finally arrived at between the Satra Group, IIFL Group and MJS Group on or around 31st January, 2018 to inter alia settle all the loans facilities availed by the Satra Group from the IIFL Group on a "full and final basis" as well as the settlement of liabilities to the MJS Group to the extent of Rs. 200,00,00,000/-. It is significant to no....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... herein for purchase of 49 % shares of SPDPL, which amount was to be passed over by the respondent to IIFL group. * Appointment of Mr. Samir Sanghavi, as the Escrow agent for facilitation of the settlement arrived at between the Satra Group, MJS Group and IIFL group. * IIFL group would release all other ancillary securities of the Satra Group, and the same would be kept in Escrow with M/s. Samir Sanghavi and Associates, Chartered accountants. vii. In addition to the aforesaid, it was also an accepted position that the balance amount of Rs. 56,00,00,000/- was to be paid by MJS group to the respondent as consideration for the balance 51% shares. The aforesaid balance amount of Rs. 56,00,00,000/- was also to be passed over by the Respondent to IIFL Group, in full and final settlement of all the IIFL loan facilities. The balance amount of Rs. 56,00,00,000/- was computed on the basis that the valuation of the SPDPL which was Rs. 110,00,00,000/- and after deduction of the amount of Rs. 54,00,00,000 towards 49% of the shares of SPDPL, the balance Rs. 56,00,00,000/- would be towards 51% shares of SPDPL. viii. It was therefore understood between MJS Group, the Satra group and th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....hree fourth in value of the nominal amount of the Debentures, for the time being outstanding, or by a special resolution duly passed at a meeting of the Debenture Holders in accordance with the provisions set out in Schedule III hereunder written and after giving an opportunity to rectify the default within 30 days from the date of notice/intimation, declare the principal amount of the Debentures, interest and all other monies to be due and payable forthwith and the Security created hereunder shall become enforceable, and the Debenture Trustee shall, without prejudice to other rights available to the Debenture Holders and the Debenture Trustee. i. Accordingly, before the issuance of the alleged demand notice, the Debenture Trustee was required under the aforesaid clause 11 to provide the Respondent with an opportunity, to rectify the alleged default within 30 days of receipt of notice of such default, if any. Inspite of setting out the correct position by the letter dated 20th April, 2019 addressed by the Advocates for the Respondent, the Debenture Trustees have at the behest of the Petitioner Nos. 2 and 3 conveniently ignored the aforesaid provision and proceeded to threaten to....
X X X X Extracts X X X X
X X X X Extracts X X X X
..... It is denied that the outstanding NCDs are subsumed within any proposed settlement and/or novated contract/agreement as alleged by the Corporate Debtor. d. The Corporate Debtor admits that a financial debt was payable by the Corporate Debtor to Petitioner Nos. 2 and 3, but also alleges that the same was settled under the proposed Ghatkopar settlement setout in the Minutes of Meeting dated 31st January 2018, under which the Petitioner No. 2's Shah Group was to be given certain benefits of the Satra Group's Ghatkopar Project to the extent of Rs. 200,00,00,000/(Rupees Two hundred Crores) worth of loans. e. The Corporate debtor placed reliance on the Minutes of Meeting dated 17th September 2018 and 27th September 2018. In any event, it is the Corporate Debtor/Respondent's own case that the Ghatkopar settlement did not fructify. Obviously, this would mean that the Satra Group still remains liable to pay Shah Group to the extent of monies covered therein i.e. Rs. 200,00,00,000/- (Rupees Two Hundred Crores). f. The Corporate Debtor/Respondent now seems to suggest that despite non-payment of the financial debt and despite non-payment of the loans payable to the Shah ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....turing of the outstanding NCDs and revised date of redemption. k. The settlement proposed in the minutes of the meeting dated 3rd January 2018 admittedly did not go through and is also evident from the numerous letters exchanged between the parties and therefore, in any event the financial debt i.e. redemption of the outstanding NCDs remains payable. 25. MA 180/2020: This M.A. 180/2020 has been filed by the respondent in CP No. 1632/2019 seeking interalia the reliefs as follows: a. dismissal of C.P. No. 1632/2019 b. Pending final hearing and disposal of the present application impound the documents; i. a secured redeemable non-convertible debenture subscription agreement dated 1st March, 2014, ii. a debenture trust deed dated 1st March, 2014, as the said documents are in-adequately stamped/unstamped and inter alia therefore do not comply with the provisions of various statues including Maharashtra Stamp Act and Indian Stamp Act. 1. Both the sides were heard in the application and CP, the matter was reserved for orders on 19.02.2020. 2. Brief facts of the M.A. a. The petitioners have filed CP No. 1632/2019 initiating corporate Insolvency resolution proc....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r this exemption, the Government would be liable to pay the duty chargeable in respect of such instrument or where the Government has undertaken to bear the expenses towards the payment of the duty]; (2) any instrument for the sale, transfer or other disposition, either absolutely or by way of mortgage or otherwise, of any ship or vessel, or any part, interest, share or property of or in any ship or vessel registered under the Bombay Coasting Vessels Act, 1838, or Merchant Shipping Act, 1958]. Section 18- Instrument executed out of State. (1) Every instrument chargeable with duty executed only out of this State may be stamped within three months after it has been first received in this State. (2) Where any such instrument cannot with reference, to the description of stamp prescribed therefore, be duly stamped by a private person, it may be taken within the said period of three months to the Collector, who shall stamp the same, in such manner as the State Government may by rule prescribe, with stamp of such value as the person so taking such instrument may require and pay for. Section 19- Payment of duty on certain instruments for copies ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ny public officer unless such instrument is duly stamped [or if the instrument is written on sheet of paper with impressed stamp [such stamp paper is purchased in the name of one of the parties to the instrument]. Provided that, - (a) any such instrument shall, subject to all just exceptions, be admitted in evidence on payment of,- (i) the duty with which the same is chargeable, or in the case of san instrument insufficiently stamped, the amount required to make up such duty, and (ii) a penalty at the rate of 2 per cent of the deficient portion of the stamp duty for every month or part thereof, from the date of execution of such instrument: Provided that, in no case, the amount of the penalty shall exceed double the deficient portion of the stamp duty].] (b) where a contract or agreement of any kind is effected by correspondence consisting of two or more letters and any one of the letters bears the proper stamp; the contract or agreement shall be deemed to be duly stamped; (c) nothing herein contained shall prevent the admission of any instrument in evidence in any proceeding in a Criminal Court, other than a proceeding [under C....
X X X X Extracts X X X X
X X X X Extracts X X X X
....this section may be delegated to such officer as the Court may appoint in this behalf. 3) For the purpose of this section, in cases of doubt,- (a) the State Government may determine what offices shall be deemed to be public offices. (b) the State Government may determine who shall be deemed to be persons in charge of public offices. Similarly, Section 33 of the Indian Stamp Act, 1899 which is parimateria to the aforesaid Section 34 reads thus: Section 33- Examination and impounding of instruments- (1) Every person having by law or consent of parties authority to receive evidence, and every person in charge of a public office, except an officer of police, before whom any instrument, chargeable, in his opinion, with duty, is produced or comes in the performance of his functions, shall, if it appears to him that such instrument is not duly stamped, impound the same. (2) For that purpose very such person shall examine every instrument so chargeable and so produced or coming before him, in order to ascertain whether it is stamped with a stamp of the value and description required by the law in force in India when such instru....
X X X X Extracts X X X X
X X X X Extracts X X X X
....IBC are not recovering proceedings or proceedings for enforcement of the said agreement the petitioner rejuvenated that the respondent has defaulted on its financial debt and hence C.P. No. 1632/2019 was filed. 4. Written submissions filed by the Petitioner No. 1 in main CP No. 1632/2019 a. The debenture holder subscribed 5600 debentures secured redeemable non-convertible debentures which were secured by mortgage of corporate Debtor this loan was secured inter alia by mortgage of the Corporate Debtor lease hold rights in the plot in Jodhpur. The Corporate Debtor redeemed 1270 debentures and remaining 4330 debentures are yet to be redeemed. The Corporate Debtor requested for revisions to the scheduled redemption dates for redemption and sought reduction of interest rate. b. The Corporate Debtor's annual returns shows that the debentures are redeemable and interest was paid, they have further registered the charge on Jodhpur plot as security for the redemption of debentures with ROC, they have registered a mortgage deed. c. The allegation that the debenture subscription agreement and debt trust deed have no relevance as the Corporate Debtor has issued debentures in de....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... April 2019 2780 2nd May 2019 600 1st June 2019 700 1st August 2019 100 2nd December 2019 150 Total 4330 Admittedly, none of these Debentures have been redeemed by the Corporate Debtor and as on date, the company is liable to pay the Debenture Holders the principal amount of the Debentures, i.e. 43.30 Crores plus interest thereon as has been set out in the computation of Petitioners' claim. d. The Corporate Debtor, by its letter of 14th February 2018 sought a reduction in the rate of interest payable on the Debentures and this reduction was accepted by the Debenture Holders by their letter of 26th March 2018. e. The Corporate Debtor has admitted that the outstanding 4330 Debentures are liable to be redeemed by it as demonstrable by: 1) Corporate Debtor's Balance sheet for the Financial Year ending 2018 which shows not only that the Debentures are redeemable but also interest is to be paid thereon Corporate Debtor's balance sheet for the Financial Year 2019 which also continues to show that loans are repayable by the Corporate Debtor to the Debenture Holders. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....f police [or any other officer, empowered by law to investigate offences under any law for the time being in force,] before whom any instrument chargeable, in his opinion, with duty, is produced or comes in the performance of his functions shall, if it appears to him that such instrument is not duly stamped, impound the same [irrespective whether the instrument is or is not valid in law.] 2) For that purpose every such person shall examine every instrument so chargeable and so produced or coming before him in order to ascertain whether it is stamped with a stamp of the value and description required by the law for the time being in force in the State when such instrument was executed or first executed: Provided that, - (c) nothing herein contained shall be deemed to require any Magistrate or Judge of a Criminal Court to examine or impound, if he does not think fit so to do any instrument coming before him in the course of any proceeding other than a proceeding under [Chapter IX or Part D of Chapter X of the Code of Criminal Procedure, 1973]; (d) in the case of a Judge of a High Court, the duty of examining and impounding any instrument under this....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed as follows: Section 19- Payment of duty on certain instruments for copies thereof] liable to increased duty in [Maharashtra State] Where any instrument of the nature described in any article in Schedule I and relating to any property situate or to any matter or thing done or to be done in this State is executed out of the State and subsequently [such instrument or a copy of the instrument is] received in the State, - (a) the amount of duty chargeable on such instrument [or a copy of the instrument] shall be the amount of duty chargeable under Schedule I on a document of the like description executed in this State less the amount of duty, if any, already paid under any law in force in India excluding the State of Jammu and Kashmir on such instrument when it was executed; (b) and in addition to the stamps, if any, already affixed thereto such instrument [or a copy of the instrument] shall be stamped with the stamps necessary for the payment of the duty chargeable on it under clause (a) of this section, in the same manner and at the same time and by the same persons as though such instrument for a copy of the instrument] were an instrument receiv....
X X X X Extracts X X X X
X X X X Extracts X X X X
....y, where they are having registered offices. The Companies thereupon obtained the Certificates as envisaged by Section 132 and accordingly at Bombay issued Debentures. The Superintendent of Stamp, Bombay, observed that the Instrument is chargeable under Art. 40(b) and 48(d) of Schedule I of the Act 1958. The Court at para 6 & 7 observed as below: "6. Impugned provisions have incorporated a special scheme to prevent the evasion of stamp duty, What is explicit in Section 7, that, on arrival of the copy of the instrument in this State, original instrument becomes chargeable in the same manner as if received in the State in terms of Section 19. This section deals with increased duty on certain documents in State of Maharashtra, Section 19 (as it stood prior to Amendment of 1993) reads thus:-- "Payment to duty on certain instruments liable to increased duty where any instrument of the nature described in any article in Schedule I and relating to any property situate or to any matter or thing done or to be done in this State is executed out of the State and subsequently received in the State.-- (a) the amount of duty chargeable on such instrument shall....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n. Consequently, even the arbitration clause therein cannot be acted upon. The court should then proceed to impound the document under Section 33 of the Stamp Act and follow the procedure under Section 35 and 38 of the Stamp Act. (iii) If the document is found to be duly stamped, or if the deficit stamp duty and penalty is paid, either before the Court or before the Collector (as contemplated in Section 35 or 40 of the Stamp Act), and the defect with reference to deficit stamp is cured, the court may treat the document as duly stamped. (iv) Once the document is found to be duly stamped, the court shall proceed to consider whether the document is compulsorily registerable. If the document is found to be not compulsorily registerable, the court can act upon the arbitration agreement, without any impediment. (v) If the document is not registered, but is compulsorily registerable, having regard to Section 16(1)(a) of the Act, the court can de-link the arbitration agreement from the main document, as an agreement independent of the other terms of the document, even if the document itself cannot in any way affect the property or cannot be received as evidence o....
X X X X Extracts X X X X
X X X X Extracts X X X X
....plication of mandatory provisions of law. Even this argument, therefore, must be rejected. 29. We, therefore, allow the appeal and set aside the judgment of the Bombay High Court. The matter is remitted to the Bombay High Court to dispose of the same in the light of this judgment. In view of the recent decision of the Supreme Court, this bench is of the view that all registered documents which are insufficiently stamped shall be impounded and sent for payment of adequate stamp duty. 27. Reverting to the series of communication quoted by the Corporate Debtor/Respondent with reference to the larger settlement between the parties namely; 1) Minutes of the meeting dated 31/01/2018 and other meetings, which captured the proposal to settle the loans of MJS group and others to a tune of INR 200 crore, with a specific rider that "the benefit under existing security package in relation to all loans of IIFL & MJS shall continue in the new SPV", 2) The communication letter dated 18/07/2018 addressed to IIFL issue of NOC, 3) Minutes of Meeting dated 17/09/2018, MOM dated 27/09/2018, 4) Letter from escrow agent dated 1/10/2018, 5....
X X X X Extracts X X X X
X X X X Extracts X X X X
....eement dated 1st March 2014 and Debenture Trust Deed dated 1st March 2014 and that there is no novation of contract as claimed by the Corporate Debtor/Respondent. 31. Both the Debenture Trust Deed dated 1st March 2014 and Debenture Subscription Agreement dated 1st March 2014 demonstrate that the stamp duty upon the same has been paid in Delhi for an amount of Rs. 300/- (Rupees Three Hundred Only) for the Debenture Trust Deed and for the Secured Redeemable Non-Convertible Debenture Subscription Agreement and it can be said are grossly insufficient and the only object of impounding would be to pay penalty and requisite stamp duty to render these documents enforceable in the eyes of law. 32. In view of the Maharashtra Stamp Act, 1958 and in particular Article 27 of Appendix 8 of the Maharashtra Stamp Act, 1958, an amount of Rs. 2,80,000/- (Rupees Two Lakhs Eighty Thousand Only) would be payable towards stamp duty on the Secured Redeemable Non-Convertible Debenture Subscription Agreement dated 1st March 2014. Similarly, under the same provisions, an amount of Rs. 2, 80,000/- (Rupees Two Lakhs Eighty Thousand Only) would be payable towards stamp duty on the Debenture Trust Deed da....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he Corporate Debtor, if continuing, shall not be terminated or suspended or interrupted during moratorium period. c. that the provisions of sub-section (1) of Section 14 shall not apply to such transactions as may be notified by the Central Government in consultation with any financial sector regulator. d. that the order of moratorium shall have effect from this date till the completion of the CIRP or until this Bench approves the resolution plan under sub-section (1) of Section 31 or passes an order for liquidation of Corporate Debtor under section 33, as the case may be. e. That the public announcement of the CIRP shall be made immediately as specified under Section 13 of the Code. f. That this Bench hereby appoints Mr. Devarajan Raman, having Registration No. IBBI/IPA-02/IP-N00323/2017-18/10928 as an Interim Resolution Professional to carry out the functions as mentioned under the Code. g. The Registry is hereby directed to communicate this order to both the parties and to the Interim Resolution Professional immediately. Per : V. Nallasenapathy, Member (T) 37. I have gone through the order of my learned sister. I agree with the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ere issued, part of which were redeemed and remaining part is complained as defaulted. The debenture holders in their capacity as secured creditors are also petitioners before us apart from the debenture trustee. g. It is to be noted that as far as the Petition under section 7 of the Code is concerned, the mandate of the Hon'ble Supreme Court, as held in the case of Mobilox Innovations Private Limited vs. Kirusa Software Private Limited MANU/SC/1196/2017 , is that the adjudicating authority is to see whether debt and default is proved and nothing else. The relevant portion of the judgement is extracted below: "30. On the other hand, as we have seen, in the case of a corporate debtor who commits a default of a financial debt, the adjudicating authority has merely to see the records of the information utility or other evidence produced by the financial creditor to satisfy itself that a default has occurred. It is of no matter that the debt is disputed so long as the debt is "due" i.e. payable unless interdicted by some law or has not yet become due in the sense that it is payable at some future date. It is only when this is proved to the satisfaction of the adju....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he case here that the agreement and deed were not at all stamped as in the case of arbitration agreements which was not at all stamped. Stamp duty was paid on those documents at Delhi at the time of execution. Further, the arbitration agreement is a compulsorily registerable document by paying required stamp duty but debentures issued does not require any registration. Hence the reliance of the applicant on these judgements is of no avail. j. It is not the case of the Corporate Debtor that the debentures were to be stamped. In fact, debentures are exempted from payment of stamp duty under Article 27 of Appendix 8 of the Maharashtra Stamp Act, 1958. k. The issue relating to the unstamped/insufficiently stamped documents was raised before NCLT Benches in the following cases and a similar plea, as in this case, by the corporate debtor was rejected. i. Srikanta Sarda vs. Transway Marketing Private Limited 2017 SCC Online NCLT 12964 ii. Bank of India vs. Gupta Infrastructure (India) Private Limited 2018 SCC Online NCLT 9916 l. The issue relating to impounding on account of non payment of stamp duty was raised before a coordinate bench of NCLT, Mumbai Bench in ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... has no credibility and therefore cannot be relied upon". m. It is to be noted that this is not a recovery proceeding but it is only a summary proceeding. n. In view of the above discussion, the MA No. 180 of 2020 filed by the Corporate Debtor is dismissed. COMPANY PETITION No. 1632/2019 38. The corporate debtor in the pleadings raised the following contentions and the same are dealt with as below: Novation: a. It is submitted that the Petitioner Nos. 2 and 3 and their associate firms, forms part of MJS Group and the said MJS Group is controlled by P2 and P3 along with their family members. It is stated that there is one more IIFL group. The Corporate Debtor side group is known as Satra Group. It is stated that there were many transactions between these groups interse. During Diwali 2017, these groups entered into settlement in respect of various transactions between them. Negotiations were held between MJS Group, IIFL group and Satra Group in respect of credit facilities received by Satra group. During the negotiation, MJS and Satra Group arrived at a novated contract/agreement for the various transactions entered into between them consequent to the deliber....
X X X X Extracts X X X X
X X X X Extracts X X X X
....y Petition No. 175/2019 and that claim was independently settled by the Corporate Debtor, (despite the MoM) by an order of this tribunal dated 13.9.2019. This shows that even another party to this MoM have not acted upon this alleged settlement. d. The Petitioner further submits that the alleged settlement in any event is incapable of being acted upon because the shares of Satra Properties Developers Pvt. Ltd. which were contemplated to be transferred to the Petitioners in the alleged settlement were ultimately sold to Mid-city Bhoomi Developers Pvt. Ltd. and the same has not been controverted by the Corporate Debtor. The Corporate Debtor further submitted that when the Petitioner 2 herein had filed a commercial suit No. 859 of 2019 against the Corporate Debtor on the file of Hon'ble Bombay High Court, seeking interalia, transfer of 51% shares in the subsidiary of the corporate Debtor, the Corporate Debtor had opposed the reliefs sought by the Petitioner on the basis of MoM dated 31.1.2018 but the Corporate Debtor ultimately settled the suit and transferred the shares to Petitioner 2. The consent terms filed therein has been brought on record, which negates the false s....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rate Insolvency Resolution Process should be project basis, as per approved plan by the Competent Authority. Any other allottees (financial creditors) or financial institutions/banks (other financial creditors) or operational creditors of other project cannot file a claim before the Interim Resolution Professional of other project and such claim cannot be entertained. So, we hold that Corporate Insolvency Resolution Process against a real estate company (Corporate Debtor) is limited to a project as per approved plan by the Competent Authority and not other projects which are separate at other places for which separate plans approved. For example - in this case the Winter Hill - 77 Gurgaon Project of the 'Corporate Debtor' has been place of Corporate Insolvency Resolution Process. If the same real estate company (Corporate Debtor herein) has any other project in another town such as Delhi or Kerala or Mumbai, they cannot be clubbed together nor the asset of the Corporate Debtor (Company) for such other projects can be maximized". 42. I am unable to accept the submissions of the Ld. Sr. Counsel for the reason that the amount raised by the Corporate Debtor by issue....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he following is proposed to settle the loans of MJS group upto the extent of INR 200cr and IIFL group on a full and final basis. A new SPV will be formed with equity in proportion of the loans of IIFL Group and MJS Group. 3. SPDPL is developing SRA Project bearing CTS No.1(Part), lying and situated at Ghatkopar. As per revised LOI dated 10.1.2017 in respect of plot of land admeasuring 1,01,143 sq.mtrs ("Project Satra Hills"). 4: A new SPV shall acquire the development rights of the Project Satra Hills mentioned above on an as is where is basis and assume liabilities under the aforesaid IIFL Loans and due repayment thereof in accordance with the definitive agreement sought to be executed between the parties. The benefit under the existing security package in relation to all loans of IIFL and MJS shall continue in the new SPV. The new SPV recognises the agreement dated 2nd March 2012 executed between SPDPL and Robust Landscapes Private Ltd and Satra will offer them a share of the new SPV to settle the same on a pro rata basis 5. IIFL will propose to the Investment committee to finance all the project expenses as per terms mutually ag....