Introduction
The recent judgement delivered by the National Company Law Appellate Tribunal (‘NCLAT’) in the case of Arunkumar Jayantilal Muchhala v. Awaita Properties Pvt Ltd. & Anr[i] under s. 61 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’) holds significant implications for the interpretation of financial debt and default under the IBC framework. The core issue in the present case was whether a sum of Rs. 5 crores disbursed by Awaita Properties Private Limited, the financial creditor (‘FC’) to Tarapur Textile Park Ltd., the corporate debtor (‘CD’) constitutes a financial debt, warranting initiation of the corporate insolvency resolution process (‘CIRP’).
Brief Facts
Mr. Arunkumar Jayntilal Muchhala (‘Appellant’), the ex-director of the CD filed the present appeal before the NCLAT which arose from an order dated 06.12.2022, wherein the National Company Law Tribunal, Mumbai Bench (‘NCLT’), admitted an application filed under s. 7 of the IBC by the FC against the CD for a default amount of Rs. 8,56,30,137. The dispute stemmed from a transaction involving the transfer of Rs. 5 crores by the FC to the CD. The FC, alleged default on the part of the CD, leading to the initiation of CIRP and the Appellant contended that the FC had falsely treated the amount of Rs. 5 crores as a loan carrying an interest of 15%.
The main issue before the NCLAT was whether considering the statutory provisions of the IBC, the Rs. 5 crores outstanding amount disbursed by the FC to the CD constituted a financial debt and whether, in the circumstances of the case, there was a default in the repayment of this loan by the CD.
Held
The NCLAT dismissed the appeal and upheld the continuation of the CIRP against the CD after scrutinizing whether the transaction between the FC and the CD constituted financial debt under the IBC.
Despite the absence of a formal loan agreement, the NCLAT examined the evidence presented by both parties to ascertain the nature of the transaction. It emphasized the definition of debt and financial debt under ss. 3(11) and 5(8) of the IBC, highlighting the requirement of disbursal against consideration for the time value of money.
Adhering to the principles laid out by the Hon’ble Supreme Court in Pioneer Urban Land & Infrastructure Ltd. V. Union of India[ii], the NCLAT upheld NCLT’s decision, ruling that the CD had defaulted on the financial debt, warranting the admission of the application under s. 7 of the IBC and initiation of CIRP.
Furthermore, the CD’s argument that the transaction was not a loan but a part-payment for a land project was dismissed due to lack of evidence and the draft Memorandum of Understanding not being valid. The NCLAT concluded that the transaction met the criteria of financial debt as per the provisions of the IBC, based on the evidence of the disbursal, the debtor’s acknowledgement of the debt, and the absence of repayment.
Our Analysis
The NCLAT’s judgment explains the important ingredients of financial debt and defaults under the IBC. Firstly, it emphasizes how giving money in exchange for something of value over time is crucial in defining financial debt. The ruling clarifies that while having written agreements can help, they are not always necessary to prove financial debt under the IBC.
Secondly, the case underscores the burden of proof in such disputes. It highlights that creditors must support their claims with concrete evidence such as bank records and financial statements to prove the existence of financial debt and default.
Moreover, the judgment reaffirms the principle of natural justice, emphasizing the NCLT’s duty to provide sufficient opportunities for defence. In this case, the NCLAT noted the CD’s failure to produce adequate evidence, thus affirming the NCLT’s decision. This decision may encourage more FCs to pursue insolvency proceedings without fear of dismissal due to lack of formal contracts, while also highlighting the necessity for CDs to maintain transparent financial dealings and records to avoid adverse legal outcomes.
End Notes
[i] 2024 SCC OnLine NCLAT 428
[ii] (2019) 8 SCC 416
Authored by Jitin Bharadwaj, Advocate at Metalegal Advocates. The views expressed are personal and do not constitute legal opinion.