TaxTMI 
TaxTMI 
TaxTMI 
2025 (8) TMI 338
X X X X Extracts X X X X
X X X X Extracts X X X X
....pellants is as under: - a) Three companies i.e. M/s. Vardhman Roller Flour Mills Pvt. Ltd., M/s. Raj Sneh Auto India Pvt. Ltd. and M/s. Raj Sneh Wheels Pvt. Ltd. took a loan from Punjab National Bank. Since these companies defaulted in repayment of the loan and consequently, a notice under Section 13(2) of the SARFAESI was issued by the Bank and physical possession of the secured asset was taken over by the Bank in terms of Section 13(4) of the SARFAESl Act. Subsequently, various OTS proposals were exchanged between the management of the companies and the Punjab National Bank. b). On 28.09.2022 a combined OTS letter was issued by the Bank with the following terms: "The Highlights of the OTS are: i. Amount of Rs. 58.5 crore is to be paid by the borrower companies. ii. The NOC for sale of immovable properties mortgaged to the Bank shall be issued by the Bank and the entire sale consideration shall be deposited by the purchaser directly with the Bank. iii. A tripartite agreement will be executed between the borrower, prospective purchaser of the mortgaged property and the Bank and sale proceeds will be directly deposited with the Bank. iv. Personal guarantee of the borro....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ame in accordance with the law. Accordingly, the Bank vide letter dated 28.11.2023 revised the OTS dated 28.09.2022 with certain terms and conditions; k). the purchaser of the property in question i.e. 'Arihant Roller Flour Mills' assigned it's right under the Agreement to Sell dated 23.12.2022 to Hot`age India' and thereby the Hotage India became a prospective purchaser and was ready to deposit upfront amount of Rs. 7 Cores to the Bank; l) vide order dated 06.12.2023, the Hon'ble High Court of Delhi took note of the fact the matter has been amicably settled and the parties will abide by the terms and conditions of the OTS letter dated 28.11.2023 and dismissed the Writ Petition No. 103 of 2023 as withdrawn. m). the Applicant therefore has prayed that the order dated 28.02.2023 be modified so as to enable the Applicant to proceed with the sale of the property in question and give effect to the OTS letter dated 28.11.2023 by which the OTS was revived by the Bank; n). The Respondents have denied the allegations made in the application by the Petitioner. The Respondent has contended that the Applicant No. 1 is hatching a conspiracy to park the property in favour....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ccording to our considered view, is not in the interest of the company. On the other hand, the Respondent has made an offer of Rs. 16.75 Crores as against the amount of Rs. 15.75 Crores towards the OTS with PNB. 26. Keeping in view, the interest of the company, we deem it appropriate that the Respondents who are majority shareholders of the Company should be given an opportunity to buy the property by paying Rs. 16.75 Crores. The Respondents are therefore directed to take necessary steps to deposit the said amount and give effect to the OTS within the stipulated time. 4. We have heard the arguments advanced by the learned counsels for the parties in both the appeals. Admittedly Respondent No.1 to 12 (Anil Jain/Manoj Gupta Group) are 52.66% shareholder of Vardhman Roller Flour Mills Pvt Ltd and Ashok Jain Group is holding 36.69% shareholding and balance shareholding of 7.65% is held by some other person(s). There were 14 directors on its Board viz 4 directors from Anil Jain/Manoj Gupta group and 10 directors from Ashok Jain Group. The issues in both these appeals are as to if a) the agreement to sell of the subject property which the company had entered into with M/s Arihant Roll....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... to 12. It was in terms of this OTS dated 28.11.2023, M/s Hotage India was asked to deposit an amount of Rs.2 crores with PNB and on 01.12.2023 it was deposited. 10. Admittedly in the OTS letter dated 28.11.2023 issued by PNB it was the condition that a tripartite agreement shall be executed between M/s Vardhman, the prospective purchaser i.e. M/s Hotage India and the Bank and it shall be subject to the approval/permission of the Ld. NCLT. 11. Thus the main limb of argument of the Respondents No.1 to 12 is M/s Hotage India, per OTS dated 28.11.2023 was required to take permission from Ld. NCLT upon entering into any agreement with the appellant (Ashok Jain Group) for sale/purchase of the subject property of the company and such permission, admittedly was never obtained by M/s Hotage India, thus it had no vested right in subject property. Admittedly during the pendency of OTS; two writ petitions were filed (a) WP(C) No.103/2023, by the appellant Ashok Jain Group and (b) WP(C) No. 598/2023 filed by M/s Arihant before the High Court of Delhi. 12. The Respondents No.1 to 12 upon coming to know of the filing of WP(C) No.103/2023 had filed an impleadment application on behalf of M/s V....
X X X X Extracts X X X X
X X X X Extracts X X X X
....3 was pending, the Appellant No.1 parrallelly on 23.01.2024 had entered into an agreement to sell with M/s Hotage India without disclosing this fact to the Ld. NCLT and thus Respondents No.1 to 12 filed contempt petition No.7/2023 before Ld. Adjudicating Authority against the appellant (Ashok Jain Group), M/s Hotage India, M/s Arihant and PNB wherein notices were issued vide order dated 04.04.2024 and such contempt petition is still pending. Respondents No.1 to 12 had also filed an application under Section 340 CrPC before the High Court of Delhi viz Cr(Misc) Application No.22818/2024 against the appellants (Ashok Jain Group), M/s Arihant and PNB wherein also a notice has been issued by the Hon'ble High Court vide order dated 22.04.2024. 17. Interestingly on 09.02.2024 the appellant No.1, Ashok Jain Group, had stated they have no objection if Respondents No.1 to 12 deposit the entire amount of OTS. Admittedly after the impugned order, M/s Hotage India withdrew its deposit of Rs.7 crore from PNB and whereas the OTS amount was deposited by Respondents No.1 to 12. Thus upon withdrawal of its deposit, M/s Hotage India, even otherwise, has no right to escalate the litigation qua subjec....