AI Drafter 
TaxTMI 
TaxTMI 
TaxTMI 
2020 (8) TMI 915
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....ere Appeal and Application filed by the Appellant. Present Appeal claims and it is argued that the Adjudicating Authority although accepted that there was improper valuation, inconsistencies and contradictions in valuation, inconsistencies in the sale of plant and machinery so much so that material sold was at variance as compared to what was advertised and although Adjudicating Authority found undue urgency shown in auction sale, still it upheld the auction sale and consequent removal of goods by Respondent No. 2 (auction purchaser) referring to Respondent No. 2 as bona fide purchaser. The Adjudicating Authority rejected the Appellant's claim of having statutory lien and charge on the plant and machinery supplied by the Appellant holding that no security interest has been "created", as such. Appellant claimed to be Secured Creditor 2. It has been argued for the Appellant and the Appeal claims that in February, 2010, Visa Power Limited - Corporate Debtor (now in liquidation) had issued Notice inviting tender (NIT) inviting bids for design, engineering, manufacturing, transportation, storage, erection, testing and commissioning of 2 x 600 MW Coal based Thermal Power Plant ....
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.... none of the plant and machinery supplied and/or erected by the Appellant, was part of the "Plant and Machinery". The assets picked up for auction were divided in four heads - (A) Land and Building, (B) Plant and Machinery, (C) Furniture and Fixtures, Office Equipment and Computers at Raigarh, Chhattisgarh location, and (D) Furniture and Fixtures, Office Equipment and Computers at Kolkata location. (The details are at Annexure - V of the Sale Notice (Annexure - 9 at Page - 340). Appellant claims that although such Notice dated 10th April, 2019 was issued and published on 11.04.2019, the Liquidator suppressed this fact from Appellant and Adjudicating Authority on 11th April, 2019 when the matter came up for arguments of CA 149 of 2019. Liquidator rushed through before deciding issue of lien/charge - claimed 3. On 10th May, 2019, Adjudicating Authority set aside (Annexure - 8) the Order dated 31st December, 218 and remitted the matter back to the Liquidator for passing a reasoned decision. Copy of the Order is at Annexure - 12 (Page - 418). The Appeal claims that in spite of the matter being remitted back to the Liquidator on 10.05.2019, to decide if the Appellant had lien/char....
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....ctioned. Appeal claims (Para - 7 w) that Respondent No. 2 forcibly removed material which was not part of Certificate of Sale, including goods lying inside "BHEL's enclosure" as well as lying outside at other locations. Appellant claims that Appellant sent Notices on 12.07.2019 (Annexure -20) and 26.07.2019 (Annexure - 21) requesting the Liquidator to sequester the plant and machinery so that the auction purchaser may not remove the plant and machinery on which the Appellant was claiming lien. It is argued that in spite of such Notices, the Liquidator did not take necessary actions. The Appeal claims that the Adjudicating Authority had (vide Annexure - 17 dated 12th June, 2019) directed that movement of "goods" would be subject to outcome of proceedings. The Appellant had filed Appeal to this Tribunal having CA (AT) (INS) No. 802 of 2019 seeking stay to the operation and effect of Certificate of Sale dated 20th May, 2019. This Tribunal had vide Order (Annexure - 22) dated 7th August, 2019 directed the Liquidator not to allow any person to remove the assets in question, even if it is sold and yet not removed. According to the Appellant, the Liquidator had replied the Notice date....
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....ciated value. This implies that United Surveyors has considered the useful life of the plant and machinery as 4 years, whereas the other valuers have considered the useful life as 44 years and 60 years respectively. This would imply that the depreciation should be in the range of 5-10% max. vii. Depreciated value of the assets has been considered even where the depreciated value is lower than the scrap value. In such case, where the scrap value is higher, the scrap value should have been considered as the liquidation value. viii. All reports have ignored the fact that as regards plant and machinery the scrap value was more than the liquidation value arrived at by the respective valuers." 7. The Appeal referring to the above Chart made by the Appellant refers to various contents of the Valuation Reports to highlight that the different Valuers approached the property available in different manners and putting them in different categories and it was not clear what was valued and what was left out. According to the Appellant, the Joint Plant Committee Report dated 20th June, 2019 (Annexure - ....
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....ul and apparent collusive bidding process still upheld the auction sale and consequent removal of goods by Respondent No. 2 holding auction purchaser a bona fide purchaser." Case of Respondent No. 1 - Liquidator 9. We are now making brief reference to the defence put up by the Respondents. Respondent No. 1 - the Liquidator claims that he did receive Form 'B' from Appellant during CIRP and Form 'C' at the time of liquidation process and the Appellant claimed to be Secured Operational Creditor. The Respondent No. 1 claims that as the security interest has not been created by way of transaction, the Appellant could not rely on Sale of Goods Act or Transfer of Property Act and claim to be secured creditor. Respondent No. 1 claims that the liquidation process is time bound process and there was no stay to proceed with the auction process and thus, the Liquidator is justifying issue of Sale Certificate even before deciding the claim of the Appellant to be Secured Creditor, for which Order had been passed by the Adjudicating Authority on 10th May, 2019. He claims that auction process was discussed in Stakeholders Meeting dated 13.03.2019 and 14.05.2019. According ....
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....denying that the articles were undervalued. Respondent No. 2 is claiming that it was successful bidder and had right to pick up the material from the project site. The Findings of Adjudicating Authority 11. It would now be appropriate to refer in short, findings arrived at by the Adjudicating Authority. We are referring to the same as there are many findings which have been arrived at against the Respondents and the findings have not been challenged by them in any Appeal. There are many findings which are held in favour of the Appellant but the Appellant claims that in spite of such findings, relief has not been given to the Appellant. The Relevant Provisions and findings of Adjudicating Authority a) Impugned Order refers to the respective cases which were put up and the arguments. Then in Para - 21, the Adjudicating Authority posed the question whether Appellant is a Secured Creditor or Unsecured Operational Creditor. Reference was made to provisions of Sections 45 to 48 of Sale of Goods Act, 1930 and Section 55(4)(b) of Transfer of Property Act, 1882 and Adjudicating Authority deliberated if these provisions could be said to be contrary to IBC or can be read harmoniou....
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....st by the parties. In short, if the benefit of lien/charge, etc. is to be taken, the same should be a conscious creation between the Corporate Debtor and the person claiming lien/charge. The agreement between parties. Held Appellant not a Secured Creditor c) The Adjudicating Authority then referred to the agreement between the parties by way of NIT and Letter of Award and that the LOA did not have any Clause relating to possessory lien or interest/right in the material supplied and erected. Provision of Letter of Credit Clause had been deleted subsequently. The Adjudicating Authority in Para - 35 concluded that the Appellant did not have any security interest and consequently could not be considered as Secured Creditor. The Adjudicating Authority then went on to discuss Regulation 21 of IBBI (Liquidation Process) Regulation, 2016 which relates to "proving security interest". Reference was made to the NIT and Clause 7 of General Conditions of the Contract, between the parties which provided that the "title of ownership of goods to be supplied shall pass on to the owner on despatch Ex-works/F.O.B. Port of shipment." The Clause provides that "until the work is completed in all r....
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....basis, it can safely be concluded that the action of the liquidator in issuing sale certificate before deciding the claim of security interest of appellant is not correct because on that date there was a possibility that there could be a security interest of the applicant and, if that would have become a reality, unless security interest was relinquished under section 52, such asset could not have formed part of liquidation estate at the very outset. We further hold that order of Tribunal has not been understood by the liquidator in it's true spirit." Adjudicating Authority held - Inconsistencies in Sale of Plant and Machinery; confusion as to what is sold and what is not; Improper Valuation, etc. f) With regard to the question No. 2 as raised in Para - 66, the Adjudicating Authority referred to the facts brought before it by the Appellant and observed that the Appellant was aggrieved by the functioning and approach of the Liquidator and had also doubted the integrity of the Liquidator. The Adjudicating Authority deliberated (in Para - 84) as to how the grievance of the Appellant could be addressed within framework of IBC. Adjudicating Authority went ahead to discuss othe....
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....ter claims as regard to what has been valued and what has not been valued. There also exist dispute as to what has been sold or what has not been sold. There is also a claim by the applicant that goods belonging to the applicant had been wrongly lifted by the auction purchaser. However, it has been refuted by auction purchaser as well as the liquidator." [Emphasis supplied] Legal Corollary to findings - denied by Adjudicating Authority g) The Adjudicating Authority after making observations as above, in Para - 90 referred to the claim of Appellant to cancel the auction and that Appellant sought restitution, and that the Appellant had claimed return of goods. It was then observed:- "Although having regard to the above discussion, this should be an outcome but in the facts and circumstances of the case and applicable legal position, the moot question is can it really be done." Posing such question, the Adjudicating Authority went on to note that the contract was abandoned and machinery erected remained in open for almost 7 years; the plant and machinery had already been dismantled to substantial extent and cannot be got back to the form in whic....
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....g of goods after giving due notice of the same to the applicant who shall authorise its representative to oversee the lifting of material. The Auction purchaser is also directed to lift only that material which is cleared by applicant henceforth. The applicant is directed to accord it's approval without any delay. In any case, if approval is not done by the applicant of any such request within two days from the date of request made, the approval shall be deemed to have been granted." With such findings and observations, the Impugned Order came to be passed disposing of the CAs filed before it by the Appellant. Such final operative Order created further problems and Appeal Para 7-11 claims that Respondent No. 2 commenced lifting material without approval of Appellant or Liquidator (and another report to Police dated 19.12.2019 by Liquidator got filed). The Question before us and Reasons 12. The question before us is that considering the various facts and findings recorded by the Adjudicating Authority whether the result of the litigation as recorded by the Adjudicating Authority is correct. We proceed to consider this, and other aspects. The Auction in dispute ....
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....'D' relates to Furniture, Fixtures, Office Equipments and Computers at Kolkata location. The E-Auction Process Information Document b) With such Sale Notice in public domain, reference now needs to be made to another document (Annexure - 10 - Page 354) the title of which is "E-auction Process Information Document" (Information Document - in short). This document on the second page has "Notes" and Note 1 reads that this document is issued "only for the interested bidders". Thus, with Annexure - 9 being the Sale Notice in public domain, the interested bidders would get this information document. Now we proceed to see what this document says. With other things being similar, this document in Annexure - V has material changes when compared with Annexure - V of Sale Notice. We reproduce portion relating to Block 'A' and 'B' of Annexure - V of Annexure 10 which is as under:- Comparing Annexure - V of Sale Notice with Annexure - V of Information Document If both the above Annexure - V of Annexure - 9 and Annexure - 10 are compared, the major change which can be noticed, is that in the "Description of Building" in Sale Notice (the structures embedded in ....
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....ice for Land and Building" would be Rs. 80.96 Crores and Reserve Price for "Plant and Machinery" would be Rs. 23.30 Crores. The Minutes do not appear to be showing that any details of items regarding "Plant and Machinery" were disclosed. It is not the case that Stakeholders agreed to shifting of items from Category of "Building" to "Plant and Machinery" after issue of Sale Notice (Annexure - 9). The Liquidator has not argued nor explained before us as to why there is such major difference between Annexure - V of Sale Notice compared with Annexure - V of the information document. Clearly what was sold as "Plant and Machinery" was different and much more than what was advertised in the Sale Notice. How can Reserve Price for "Plant and Machinery" remain same even after embedded huge "structures" were shifted from Block 'A' to Block 'B' in that category? They could not have and should not have been shifted. What was later taken away by the Respondent No. 2 was shocking and still worst. We will discuss that after sometime. Here, we record that there is material difference between what was advertised in Public Notice and what was put in the information document and actual....
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....genuine bidding. Improper Valuations relied on 16. Coming to the valuation which was done, we have seen the four Valuation Reports filed by the Appellant at Annexures - 29 to 32 on the basis of which the Appellant prepared Chart and added comments in Para - 7 'ee' and 'ff' of the Appeal which we have reproduced. The criticism is not baseless. 17. Going through the Valuation Reports, although these are documents by experts, it appears that the Valuers treated different items differently. Someone picked/left some items in building category and someone picked/left the same in plant and machinery category and vice versa. No clear instructions appear to have been given to Valuers by Liquidator (who was earlier RP even in CIRP) with regard to particulars and categories of the assets. The Liquidator appointed Valuers during liquidation but gave up on them midway after taking tentative valuation and jumped to the valuation got done in CIRP. The higher figures of plant and machinery recorded in the valuation done by Punjab National Bank with regard to plant and machinery was not adopted although for land, that Valuation Report was relied on. According to the Appella....
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....r decision by Respondent No. 1, a quasi judicial authority whether or not the Appellant was Secured Creditor entitled to benefits under Section 52 of IBC. In spite of this, Liquidator hurriedly, for no justifiable reasons, went ahead to issue Sale Certificate (Annexure - 13) to Respondent No. 2 on 20th May, 2019 without deciding claim of the Appellant, making his subsequent action of hearing the Appellant on 29th May, 2019 (as per his e-mail dated 27th May, 2019 - Annexure -14), a mere formality. He again rejected the claim of the Appellant to be secured Creditor for the material and the erected structures. Having already sold off the material and structures, he could not have taken any other decision on this count although for operational dues, now he admitted the claim (vide Annexure - 16 - Order dated 3rd June, 2019) of Rs. 5,72,19,46,434/- out of Rs. 664,98,37,221/-, a substantial increase when compared with his earlier Order (Annexure - 8) dated 31st December, 2018. The Liquidator then appears to have sat down to convince the Adjudicating Authority that he did not defy its Order dated 10th May, 2019 (Annexure - 12) and was only required to record reasons on remand. Because of ....
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....re - 21). Respondent No. 1 appears to have sent the Reply (Annexure - 23 - Page 537) on 4th August, 2019 claiming that e-auction was conducted only for limited material lying outside the enclosed portion of the BHEL at the site and that the Sale Notice did not include: 1) material lying inside the BHEL enclosure, 2) all the material for which valuation was not done, 3) water pipes (partly underground and partly outside, running approximately 36 kilometres), 4) Transmission Towers duly erected at various locations at the site. In Para - 7 of above Reply Notice, Respondent No. 1 stated that unauthorised lifting of material from the site is illegal and strict action shall be taken against person/entity involved in such activity. It was mentioned that "In case any of the material is unauthorizedly lifted from the site, it is the duty of all to report such lifting to the concerned authorities as well as to the undersigned." Thus he left it to others to report if unauthorized lifting is there. On 7th August, 2019, this Tribunal had in Company Appeal (AT) (Ins) No. 802 of 2019 (Annexure - 22) direct....
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....rm stands. 20. Appellant has filed Annexure - 2 as true copy of Notice inviting tender. At Appeal Page - 149 of this Annexure which is part of "General Conditions of Contract", the Condition - 7 states as follows:- "in the case of divisible contract, the title of ownership of goods to be supplied shall pass on to the owner on despatch Ex-works/F.O.B. Port of shipment. However, until the work is completed in all respects and the plant is taken over by the owner, the goods shall remain within the custody of the contractor". It appears that between the parties, there was only this document of NIT and Annexure - 3 - Letter of Award. If the above condition which is Condition - 7 is seen, the title of ownership of goods would pass to the Corporate Debtor on despatch Ex-works/F.O.B. Port of shipment. The custody may have remained with the Appellant as the works did not get completed and the plant was not commissioned. Under the provisions, at CIRP stage itself Respondent No. 1, (then as Resolution Professional) was expected to decide Form B - dated 13.01.2018 and question of lien/charge, which if rejected he should have taken possession of material, ownership in which had b....
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....nd is trying to lift material and that in spite of requests, the auction purchaser (Respondent No. 2) is not listening; and that the local Police scared the guards of the Liquidator. So, Respondent No. 1 had only some Guards on spot. It appears that on 19.12.2019, the Liquidator filed complaint to SHO, Bhupdevpur, District Raigarh with regard to such high-handed actions of Respondent No. 2. Copy of the complaint is at Page - 942 of the Appeal. The developments as appearing from the record and the correspondence which we have noticed, makes it clear that on project site, there were only Guards posted by the Respondent No. 1 and the Appellant who appears to have been on the project site since before due to the contract, was holding on to what is referred as "BHEL enclosure" having its own Guards. Even after his first complaint to Police dated 06.08.2019 of illegal lifting to the extent of Rs. 20 Crores, it does not appear that Respondent No. 1 had posted any responsible person on site or laid down any procedure or ensured that, on spot the auction purchaser is handed over only due articles which were part of Sale Certificate after the Impugned Order. Conspectus of above discussion an....
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....ws that after the e-auction, the purchaser started dismantling and lifting even material not sold to them from the spot and project site of Corporate Debtor. It is stated in the Complaint that on 5th August, 2019, Representative of the Respondent No. 1 "visited project site" and found that the purchaser had dismantled and removed transmission towers and water pipe line having value of approximately Rs. 20 Crores (?) without the permission of the Liquidator (?) and it was not sold to them. It is surprising that when so much of material was at project site and some was to be allowed to be lifted (and Appellant was making grievances), no system was put into place for identifying, segregating and permitting, lifting of goods/material. It is shocking to see that an auction purchaser who was issued Certificate of Sale (Annexure - 13) with description of Asset Schedule - 1 referring to plant and machinery and Block 'B' for Rs. 23.40 Crores, lifts further material worth Rs. 20 Crores from the spot and the Liquidator does not come to know about it in good time? Definitely time must have been consumed for removing of transmission towers and laid water pipe lines. This only indicates ....
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....money was received by Liquidator, "possession of the factory premises made over to Respondent No. 2 and the Sale Certificate had been issued," then BHEL objected. In Para - 46, Respondent No. 2 claims "the very fact that Respondent No. 2 was allowed to remove some material/plant and machinery from the project site will imply that the possession was delivered to Respondent No. 2 by the Liquidator. Thus, although the Sale Certificate provided that the Liquidator agrees "to put the purchaser in possession of the Asset" - Respondent No. 2 admittedly went around as if impliedly it got possession of the factory premises and project site itself. In our view only because an Auction Purchaser has a Certificate of Sale in pocket, of some (out of many) articles/goods of Plant and Machinery scattered at the remote project site, it is no license to take over the Factory Premises/project site claiming implied possession and walk away with things without the Liquidator putting the " purchaser in possession of the Asset" as was mentioned in the Sale Certificate. Documents show acts of scaring guards took place. Such acts of the Respondent No. 2 must be said to be criminal acts. The Reply has no....
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.... also confusion with regard to what is lifted, declining to take action would amount to rewarding the wrong done. The Appellant had not pursued the provision of Letter of Credit, was also no reason to refuse to cancel the auction. When the Appellant had from the initial stage itself moved the Liquidator and the Adjudicating Authority with regard to the auction sale which had come to Notice of Appellant and sought reliefs, only because Appellant did not ask for stay of auction, would be no reason not to cancel the auction sale even after noticing material errors and illegalities in the process followed. The Liquidator had fiduciary responsibility and had duty to avoid loss/further loss to Corporate Debtor. The auction purchaser had paid the consideration would also be no reason not to set aside the auction considering the illegal factors we have found in this Appeal as well as what findings Adjudicating Authority recorded in this regard. There was no material before the Adjudicating Authority to refer to the Respondent No. 2 as "bona fide purchaser". The reference was made in the passing. When Adjudicating Authority held that it was wrong on the part of Liquidator, to first not deci....
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....nsidering the provisions (as discussed in detail by the Adjudicating Authority) as found in Section 3(30) which defines "Secured Creditor" and Sections 3(31), 3(33) read with Section 238 of IBC, if benefit is to be taken under the provisions of IBC, it can be done if there was a contractual arrangement/transaction creating security interest in favour of the Creditor. It has to be a security interest which is "created" as such. IBC is complete Code in itself. The Appellant is claiming to be Secured Creditor on statutory basis. Admittedly, the Appellant is not relying on any contractual provision, or transaction creating security interest to claim benefits of lien/charge. Counsel for Appellant relied on "ICICI Bank Vs. Sidco Leathers" (2006) 10 SCC 452 where inter alia it was considered that Section 529-A and Section 529 under the Companies Act, 1956 were silent on the question of inter se priority between Secured Creditors and Section 48 of Transfer of Property Act, 1882 applied. Reliance was also placed on "Central Bank of India vs. State of Kerala" (2009) 4 SCC 94 in which inter alia issue was State Legislators creating first charge on the property of dealer/person liable to pay s....
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.... them as FIR (if yet not so registered) and investigate the same. c) Respondent No. 1 - Liquidator is directed to personally, on the basis of record and actuals, immediately take stock of material/goods as were on the Project Site at Raigarh and which have been taken away/missing and may file further report to Police for material taken away/missing. Criminal acts as may have been committed purporting to act on the basis of Certificate of Sale, may be reported. Liquidator will place Report before Adjudicating Authority to whom we remit back this matter. Respondent No. 1 will report inventory of all the plant and machinery and goods which (i) were on the spot, and (ii) which have been removed/missing and (iii) which are still now available. d) Adjudicating Authority is requested to give further necessary directions/Orders from time to time to Respondent No. 1 - Liquidator to ensure further actions to recover goods/material removed/taken away by Respondent No. 2/its Directors or on their behest. e) Respondent No. 1 is directed to report the Adjudicating Authority particulars with regard to all goods/material taken away/missing/damaged and Respondent No. 2 an....
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....cating Authority with directions as above. The Adjudicating Authority will be at liberty to pass any further suitable directions/Orders keeping above directions/objectives in view. Parties will be at liberty to move Adjudicating Authority for any guidance/directions/Orders in above context and the same will be decided by Adjudicating Authority. 11) The Respondent No. 2 shall pay costs of Appeal quantified as Rs. 5 Lakhs to the Appellant. 12) Copies of this Judgement be sent also to SHO, Bhupdevpur, and to Superintendent of Police, District Raigarh, Chhattisgarh for suitable action. ============= Document 1 ee. Liquidation values arrived at in the 4 valuation reports are as follows: During CIRP During Liquidation Asset Valuer Adroit Valuation United Mr. Ankit Mr. Partha P. Surveyors Goel Chottopadhyay Land 33,13,79,583 26,92,21,000 39,64,09,415 44,62,38,000 Building 8,99,56,226 6,75,30,000 8,84,18,596 2,06,19,000 Total (L&B) 42,13,35,809 33,67,51,000 48,48,28,011 46,68,57,000 P&M 14.06,72,000 30,33,11,000 11,83,56,929 9,73,46,000 Furniture & Fixtures; NIL NIL 24,46,814 ....
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....otal Area in No. Sq.mtr 1. Turbine Generator Structure 2015 5000 2 Boiler Tower 2015 3000 3. ESP Electrostatic Precipitator 2015 9600 Office 2015 825 3. Store 2015 1000 6. Canteen 2015 345 1. Switchgear Room 2015 36 2015 144 8. First Aid Room BLOCK B: Description of Plant & Machinery Plant & Machinery Year of Acquisition 20KVA DG SET 2011 TOTAL STATION INSTRUMENT 2010 CHAIN SAW TREE CUTTER 2011 Document 4 GPS & ALTO LEVEL INSTRUMENT GPS & AUTO LEVEL INSTRUMENT 2010 250 KVA DG SET 2010 250 KVA DG SET 2011 4HP DIESEL PUMP 2011 2011 FLY ASH BRICK MACHINE 2011 FROGS FOR BRICK MACHINE 2011 125 KVA DG SET 2011 ALUMINIUM LADDER 2011 FIRE EXTINGUISHER 2011 FIRE EXTINGUISHER 2011 FIRE EXTINGUISHER 2011 PANEL BOARD 2011 MONOBLOCK PUMP 2011 SUMERSIBLE PUMP 2011 AIR BLOWER 2011 FIRE EXTINGUISHER 2011 PANEL BOARD 2011 PANEL BOARD 2011 PANEL BOARD for 125kv de set 2011 GPS--Etrex/ISTA HCS 2011 FIRE EXTINGUSHER CO2-4.5 KG 2012 FIRE EXT....