Nitin Garg vs State Bank Of India & Ors

National Company Law Appellate Tribunal, New Delhi Principal Bench COMPANY APPEAL (AT) (Insolvency) No. 930 of 2020 (Arising out of Order dated 04.09.2020 passed by National Company Law Tribunal, New Delhi Bench, Company Petition (IB) No. 3196/ ND/2019 in C.A/ 2285/ 2020).

IN THE MATTER OF:

Nitin Garg Suspended Director of Corporate Debtor ND-27, Pitam Pura, Near DAV School, New Delhi- 110034. E-mail: veekaynitin@gmail.com ...Appellant

Versus

1. State Bank of India Member of Committee of Creditor Having voting share of 80% Jawahar Vyapar Bhawan, STC Building, 1, Tolstoy Rd, HC Mathur Lane, New Delhi- 110001. E-mail: sbi.06199@sbi.co.in ...Respondent No. 1

2. Resolution Professional of CD Mr. Ashok Kumar Dewan Building No. B1/D2, IInd Floor, Mohan Co-operative Industrial Estate, New Delhi- 110044 Mail Id-insolvency@arck.in ...Respondent No. 2

3. M/s Alucom Panels Private Limited 9/24/A/S-2, Vaishali, Ghaziabad, UP 201010 Mail. Id- habisyasisonali@yahoo.in ...Respondent No. 3

Appellant: Mr. Iswar Mohapatra & Mr. Rahul Gupta, Advcoates.

Respondents: Ms. Meera Murali, for R-1/SBI. Mr. Abhishek Anand, for R-2. Mr. Dinkar Singh, for R-3/ ARCIL -2-

JUDGEMENT

[Anant Bijay Singh (J)]

1. The Instant Appeal has been preferred by Mr. Nitin Garg, Suspended

Director of Corporate Debtor being aggrieved and dissatisfied vide Order

dated 04.09.2020 whereby in Company Petition (IB) No. 3196/ND/2019 in

C.A/ 2285/ 2020 filed by the Appellant under Section 60 (5) (a) & (c) of the

Insolvency and Bankruptcy Code, 2016 (IBC in short) for following prayer:-

(a) Pass order for cancellation of the sale effected by respondent i.e.

State Bank of India in favour of auction purchaser.

(b) Pass appropriate directions to the respondent i.e. State Bank of

India to give effect for reversing this sale transaction

(c) Pass any other order(s) that this Hon'ble Adjudicating Authority

may deem fit and proper in the interest of justice.

2. Learned Adjudicating Authority after hearing the parties had

dismissed the C.A- 2285/ 2020.

3. The Appellant, Suspended Director of Corporate Debtor M/s Alupan

Composite Panels Private Limited was declared as NPA by State Bank of

India (Respondent No. 1) on 28.06.2016.

4. Further, a Notice under Section 13(2) of the SARFAESI Act was issued

to Corporate Debtor on 12.07.2017.

5. Further, the Corporate Debtor had entered into a one-time settlement

of dues with the SBI vide letter dated 23.07.2019.

6. The Corporate Debtor send a letter to the State Bank of India

(Respondent No.1) stating that Corporate Debtor is not in a position to

accept the offer of the bank for OTS dated 28.06.2019.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -3-

7. Accordingly, the State Bank of India (Respondent No.1) inform to

Corporate Debtor that in view of this, OTS settlement stood cancelled.

8. That on 17.08.2019 voluntary declaration was made by Corporate

Debtor to State Bank of India (Respondent No.1) for taking over physical

possession of the Haridwar Factory on account of cancellation of OTS and

sought a refund of the initial deposit given towards OTS and accordingly, the

bank took the possession of the property on 27.08.2019.

9. On 02.09.2019 the publication possession notice was duly published

by the respondent bank in newspapers 'Business Standard' and 'Amar Ujala'

under Rule 8(2) SARFAESI Act.

10. On 04.09.2019 letter was issued from SBI/ Respondent No. 1 to

Corporate Debtor directing the Corporate Debtor to not deal with the

property in any manner as Bank would take action under Section 13(4)

SARFAESI Act.

11. On 21.09.2019 Sale notice was published in the newspaper 'Business

Standard' (English) and 'Business Standard' (Hindi) under Rule 8(6)

SARFAESI Rules.

12. That on 24.10.2019 e-auction sale of the subject property was

conducted by State Bank of India and M/s Alucom Panels Pvt. Ltd.

(Respondent No.3) declared highest bidder. Sale confirmation issued to

Respondent No. 3 under Rule 9(2), SARFAESI.

13. Further on 24.10.2019 the DRT (Debt Recovery Tribunal), Delhi in

SA No. 211/2019 directed that the sale shall be subject to Section 52 of the

TP Act (Transfer of Property Act) and no stay was granted by the DRT.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -4-

14. That on 27.12.2019 the balance payment of 75% was made by the

M/s Alucom Panels Pvt. Ltd. (Respondent No. 3) under Rule 9(4), SARFAESI

Rules.

15. That on 30.12.2019 Sale Certificate was issued in favour of

Respondent No. 3 by State Bank of India (Respondent No. 1) under Rule

9(6), SARFAESI Rules.

16. On 24.01.2020 in IB-3196/ND/2019 'M/s Keshav Enterprises vs.

Alupan Composite Panels Pvt. Ltd.' under Section 9 of IBC, 2016 filed by the

Applicant. Therein the application under Section 9 was admitted and

Mr. Dharmendra Kumar was appointed as IRP.

17. That an Interlocutory Application bearing I.A. No. 2285/ 2020 in

Company Petition (IB) No. 3196/ND/2019 was filed by the Appellant 'Nitin

Garg, Suspended Director of Corporate Debtor on 10.06.2020.

18. For the relief mentioned in Para-1 of this Appeal (Supra) the Learned

Adjudicating Authority, New Delhi Bench under Order dated 04.09.2020

dismissed the application bearing No. C.A. No. 2285/ 2020 after hearing the

Parties.

19. Submissions on behalf of the Appellant

(i) Learned Counsel for the Appellant while assailing the Impugned

Order submitted that the Impugned Order completely ignores

the provision of Section 17 of the Indian Registration Act which

contemplates about the documents which requires compulsory

registration & Section 17(2) (xii) which provides exemption to

issuance of sale letter to the purchaser of any property sold by

public auction by Civil or Revenue-Officer.

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(ii) Learned Counsel for the Appellant while relying on the

Judgement of the Hon'ble Supreme Court reported in the case of

'B. Arvind Kumar vs. Govt. of India and Others' reported in 2007

Volume 5 Supreme Court Cases 745:-

"Re: Point (ii)

10. The plaintiff has produced the original registered sale certificate dated 29.8.1941 executed by the Official Receiver, Civil Station, Bangalore. The said deed certifies that Bhowrilal (father of plaintiff) was the highest bidder at an auction sale held on 22.08.1941, in respect of the right, title, interest of the insolvent Anraj Sankla, namely the leasehold right in the property described in the schedule to the certificate (suit property), that his bid of Rs. 8,350 was accepted and the sale was confirmed by the District Judge, Civil and Military Station, Bangalore on 25.8.1941. The sale certificate declared Bhowrilal to be the owner of the leasehold right in respect of the suit property. When a property is sold by public auction in pursuance of an order of the court and the bid is accepted and the sale is confirmed by the court in favour of the purchaser, the sale becomes absolute and the title vests in the purchaser. A sale certificate is issued to the purchaser only when the sale becomes absolute. The sale certificate is merely the evidence of such title. It is well settled that when an auction purchaser derives title on confirmation of sale in his favour, and a sale certificate is issued evidencing such sale and title, no further deed of transfer from the court is contemplated or required. In this case, the sale certificate itself was registered, though such a sale certificate issued by a court or an officer authorized by the court, does not require registration. Section 17(2)(xii) of the Registration Act, 1908 specifically provides that a certificate of sale granted to any purchaser of any property sold by a public auction by a civil or revenue officer does not

Company Appeal (AT) (Insolvency) No. 930 of 2020 -6-

fall under the category of non testamentary documents which require registration under sub-section (b) and (c) of section 17(1) of the said Act. We therefore hold that the High Court committed a serious error in holding that the sale certificate did not convey any right, title or interest to plaintiff's father for want of a registered deed of transfer.

(iii) Learned Counsel for the Appellant submitted that the aforesaid

position of law of the facts in the instant case, it is admitted that

the same was confirmed in favour of auction purchaser on

24.10.2019 and the sale certificate was issued on 30.12.2019.

Thus, evidently title stood transferred to Respondent No. 3 prior

to the Insolvency Commencement date of 24.10.2019.

(iv) Learned Counsel for the Appellant further referred to Para-47 of

the Impugned Judgement which read as under:-

"...47. In view of the discussions made above, we are of the considered view that so far the SARFAESI Act is concerned since the sale is by public auction, therefore, in view the decisions, which we have discussed in the aforementioned para, the moment bid is accepted and authorized officer confirmed the sale in favour of purchaser, the sale become absolute and the title vests in the purchaser. A sale certificate is issued only when the sale become absolute. Purpose of registration is to pay only the stamp duty and registration charge and due to non registration of sale certificate, sale shall not be treated void and liable to set aside."

(v) Learned Counsel for the Appellant further submitted that the

contrary to the findings which was recorded by the Adjudicating

Authority in Para 47 of the Impugned Order (Supra) still

dismissed the C.A. No. 2285/ 2020.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -7-

(vi) Learned Counsel for the Appellant submitted that the SARFAESI

Act and Rules are a complete code in itself, detailing and

governing every step of the sale process. Under Rule 9(6) of the

SARFAESI Rules, which provides for issuance of sale certificate

by Authorized Officer of the bank, there is no provision for

registration for completion of sale.

(vii) Learned Counsel for the Appellant further contemplate that the

Learned Adjudicating Authority was fail to appreciate that point

the title of the property stands transferred to the Auction

purchaser before the commencement of moratorium under

Section 14 of the Insolvency and Bankruptcy code and would

have no bearing on the CIRP of the Corporate Debtor.

(viii) Further it was submitted by the Learned Counsel for the

Appellant that the Learned Adjudicating Authority was fail to

appreciate that the sale under the SARFAESI Act is a statutory

sale byway of the Public Auction and unlike a sale between two

private parties, which may take effect only upon registration

under the Registration Act, if a sale effected under SARFAESI

Act, title transfers to the auction purchaser upon confirmation

of moratorium. So, based on these submissions it was

submitted that the Impugned Order cannot be sustained and fit

to be set aside and the Appeal be allowed.

20. Submissions on behalf of Respondent No. 1/ State Bank of India

(i) In his Reply Affidavit and during the course of the arguments,

the Corporate Debtor after having refused the bank's offer for

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OTS and after voluntarily giving possession of the subject

property, instituted S.A. No. 211/2019 before the Debts

Recovery Tribunal-II (DRT-II) against the e-auction sale notice

issued by the Respondent Bank. Vide order dated 24.10.2019,

the Hon'ble DRT-II was pleased to direct that the sale was

subject to Section 52 of the Transfer of Property Act.

(ii) There was no stay granted by the Hon'ble DRT on the

proceedings under SARFAESI Act initiated and conducted by the

Respondent Bank and accordingly, the sale of the subject

property stood completed and concluded much before initiation

of CIRP against the Corporate Debtor.

(iii) It was submitted that the Sale under SARFAESI Act was

conducted by the Respondent bank and much before the

imposition of moratorium under Section 14 of the IB Code and

the sale certificate had been issued in favour of the auction

purchaser much prior to the Insolvency commencement date

which is mentioned in the tabular form.

Date of issuance of Sale Certificate 30.12.2019 CIRP Commencement 24.01.2020

Date of registration of the sale 15.02.2020 Certificate

(iv) It was further submitted that in view of this factual position, the

NCLT have no jurisdiction under Section 60(5)(c) of the

Insolvency and Bankruptcy Code, 2016 to deal with the matter

and pass any order.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -9-

(v) It was further submitted that under the SARFAESI Act is a

statutory sale under a central statute, by way of public auction

and unlike a sale between two private parties and under the

Registration Act, and it was a well-established principal that in a

sale effected under SARFAESI Act, title transfers for

confirmation of sale, which may have taken place before

commencement of moratorium and the title of the property in

question no longer remains a property of the Corporate Debtor.

(vi) So, based on these submissions, it was submitted that there is

no merit in the Appeal and the Appeal be dismissed without

costs.

21. Submissions on behalf of the Respondent No.2/ Resolution

Professional of CD

(i) The Respondent No. 2 Mr. Ashok Kumar Dewan who was

appointed as Resolution Professional of Corporate Debtor in

Reply Affidavit and Short Notes of Written Submissions and also

during course of the arguments that the Appellant herein Mr.

Nitin Garg expressed interest in submitting a resolution plan for

the revival of the Corporate Debtor but the Respondent No. 2

informed the Committee of Creditors that no Earnest Money

Deposit had been received from him and neither any concrete

plan was submitted by him.

(ii) Further, the Appellant herein informed that any Plan would be

conditional to the factory of the Corporate Debtor at Haridwar

and the same had already been sold by the State Bank of India

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(Respondent No. 1) much prior to the initiation of the CIRP

process.

(iii) The M/s Alucom Panels Private Limited (Respondent No. 3) in

the Appeal is the auction purchaser of the said factory at

Haridwar.

(iv) Further, it was submitted by Respondent No. 2 that the

Committee of Creditors (CoC) in its 6th Meeting held on

18.09.2020, placed the agenda for Liquidation of the Corporate

Debtor in terms of Section 33(2) of the Insolvency and

Bankruptcy Code, 2016 since no resolution plan had been

received from the two interested resolution applicants, including

the Appellant herein.

(v) It was further submitted by Learned Counsel for the Respondent

No. 2 that the CoC in 6th Meeting resolved as follows: -

"RESOLVED THAT pursuant to the provisions of Section 33(2) of the Insolvency and Bankruptcy Code, 2016; the consent of the members of the Committee of Creditors ("CoC") is hereby accorded for liquidation of the Corporate Debtor, M/s Alupan Composite Panels Private Limited ("Corporate Debtor") and continuation of the Resolution Professional, Mr. Ashok Kumar Dewan as the Liquidator at a consolidated professional fee of Rs. 25,00,000/- pluis GST and out of pocket expenses on an actual basis for the entire liquidator process of the Corporate Debtor. The said consolidated fees be shared by the Liquidator and ARCK Resolution Professionals LLP (IPE) equally @ Rs. 12,50,000/- each.

"RESOLVED FURTHER THAT pursuant to the provisions of Regulation 39B of the CIRP Regulations, 2016 and other applicable

Company Appeal (AT) (Insolvency) No. 930 of 2020 -11-

provisions of the Insolvency and Bankruptcy Code, 2016, the consent of the members of the Committee of Creditors ("CoC") be also accorded towards the creation of a pool of funds for estimated contributions to Liquidation costs aggregating to INR 60,20,000/- approx. which is excess of the estimated liquidation costs over the estimated liquidation assets of the Corporte Debtor, from financial creditors to meet the liquidation costs in the proportionate voting shares of the members of the CoC, which shall be repayable as part of liquidation costs.

"RESOLVED FURTHER THAT the application concerning the Liquidation of the CD be filed by the Resolution Professional before the Hon'ble NCLT."

(vi) Learned Counsel for the Respondent No. 2 further submitted

that thereafter the Respondent No. 2 had filed an Application

before the Hon'ble Adjudicating Authority under Section 33(2) of

the Corporate Debtor bearing I.A 4172 of 2020 which was listed

before the Learned Adjudicating Authority on 26.11.2020 and

the Learned Adjudicating Authority after hearing the

Application, reserved the Application for Orders.

(vii) Learned Counsel for the Respondent No. 2 further submitted

that in same 6th CoC Meeting held on 18.09.2020 resolved as

follows: -

"RESOLVED THAT pursuant to the provisions of Regulation 2B of IBBI (Liquidation Process) Regulations, 2016, the consent of the members of the Committee of Creditors is hereby accorded for invocation of compromise or arrangement under Section 230 of the Companies Act, 2013 upon approval of liquidation of the Corporate Debtor (Alupan Composite Panels Private Limited) by the Hon'ble NCLT for 90

Company Appeal (AT) (Insolvency) No. 930 of 2020 -12-

days and the RP fees to continue at the existing level for this period."

(viii) It was further submitted on behalf of the Respondent No. 2

reads as hereunder: -

"That the Appellant still has an option to submit a scheme under Section 230 of the companies Act, 2013 before the Stakeholders Consultation Committee (SCC), subject to being compliant under Section 29A of the Code. Therefore, an option to submit the Scheme under Section 230 of the Companies Act read with Regulation 2B of the IBBI (Liquidation Process) Regulations, 2016 is still available with the Appellant and the same may be considered by the SCC within 90 days of the Liquidation order passed by the Hon'ble Adjudicating Authority. As stated earlier, the Hon'ble Adjudicating Authority has reserved orders on the application filed by the Answering Respondent under Section 33(2) of the Code seeking Liquidating of the Corporate Debtor."

(ix) Based on these submissions it was submitted that there is no

merit in the instant appeal and is fit to be dismissed.

22. Submissions on behalf of Respondent No. 3 - M/s Alucom Panels

Private Limited.

(i) Learned Counsel for the Respondent No. 3- M/s Alucom Panels

Private Limited in this Reply Affidavit submitted that in the

instant case Respondent No. 1/ State Bank of India took

possession of the secured assets on 27.08.2019 and conducted

e-auction on 24.10.2019, and declared Respondent No. 3

M/s Alucom Panels Private Limited as Successful Bidder and

Sale Certificate issued on 30.12.2019 in favour of the

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Respondent No. 3 and thereafter transferred the possession of

the secured asset on 31.12.2019.

(ii) It was submitted that the entire process of sale of the secured

asset, under SARFAESI Act 2002 and was completed on

31.12.2019 and under Section 9 of IBC 2016 was admitted in

the instant case much prior to 24.01.2020.

(iii) So, Learned Adjudicating Authority taking note of these facts

and have rightly rejected the instant application stating that

there is no merit in this Appeal. So the Appeal is fit to be

dismissed.

23. FINDINGS

After hearing the Learned Counsel for the Parties and going through

the pleadings and Written Submissions we are of the considered view that

the following facts are admitted.

(i) The Appellant, Suspended Director of Corporate Debtor M/s

Alupan Composite Panels Private Limited was declared as NPA

by State Bank of India (Respondent No. 1) on 28.06.2016.

(ii) A Notice under Section 13(2) of the SARFAESI Act was issued to

Corporate Debtor on 12.07.2017.

(iii) Further, the Corporate Debtor had entered into a one-time

settlement of dues with the SBI vide letter dated 23.07.2019.

(iv) The Corporate Debtor send a letter to the State Bank of India

(Respondent No.1) stating that Corporate Debtor is not in a

Company Appeal (AT) (Insolvency) No. 930 of 2020 -14-

position to accept the offer of the bank for OTS dated

28.06.2019.

(v) The State Bank of India (Respondent No.1) accordingly, informed

to Corporate Debtor that in view of this, OTS settlement stood

cancelled.

(vi) That on 17.08.2019 voluntary declaration was made by

Corporate Debtor to State Bank of India (Respondent No.1) for

taking over physical possession of the Haridwar Factory on

account of cancellation of OTS and sought a refund of the initial

deposit given towards OTS and accordingly, the bank took the

possession of the property on 27.08.2019.

(vii) On 02.09.2019 the publication possession notice was duly

published by the respondent bank in newspapers 'Business

Standard' and 'Amar Ujala' under Rule 8(2) SARFAESI Act.

(viii) On 04.09.2019 letter was issued from SBI/ Respondent No. 1 to

Corporate Debtor directing the Corporate Debtor to not deal

with the property in any manner as Bank would take action

under Section 13(4) SARFAESI Act.

(ix) On 21.09.2019 Sale notice was published in the newspaper

"Business Standard" (English) and "Business Standard" (Hindi)

under Rule 8(6) SARFAESI Rules.

(x) That on 24.10.2019 e-auction sale of the subject property was

conducted by State Bank of India and M/s Alucom Panels

Pvt. Ltd. (Respondent No.3) declared highest bidder. Sale

Company Appeal (AT) (Insolvency) No. 930 of 2020 -15-

confirmation issued to Respondent No. 3 under Rule 9(2),

SARFAESI.

(xi) Further on 24.10.2019 the DRT (Debt Recovery Tribunal), Delhi

in SA No. 211/2019 directed that the sale shall be subject to

Section 52 of the TP Act (Transfer of Property Act) and no stay

was granted by the DRT.

(xii) That on 27.12.2019 the balance payment of 75% was made by

the M/s Alucom Panels Pvt. Ltd. (Respondent No. 3) under Rule

9(4), SARFAESI Rules.

(xiii) That on 30.12.2019 Sale Certificate was issued in favour of

Respondent No. 3 by State Bank of India (Respondent No. 1)

under Rule 9(6), SARFAESI Rules.

(xiv) On 24.01.2020 in IB-3196/ND/2019 'M/s Keshav Enterprises

vs. Alupan Composite Panels Pvt. Ltd.' under Section 9 of IBC,

2016 filed by the Applicant. Therein the application under

Section 9 was admitted and Mr. Dharmendra Kumar was

appointed as IRP.

(xv) That an Interlocutory Application bearing I.A. No. 2285/ 2020 in

Company Petition (IB) No. 3196/ND/2019 was filed by the

Appellant 'Nitin Garg, Suspended Director of Corporate Debtor

on 10.06.2020.

(xvi) For the relief mentioned in Para-1 of this Appeal (Supra) the

Learned Adjudicating Authority, New Delhi Bench under Order

dated 04.09.2020 dismissed the application bearing No. I.A. No.

2285/ 2020 after hearing the Parties.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -16-

24. In view of the admitted facts of this case and further in view of the

Judgement of the Hon'ble Supreme Court reported in the case of 'B. Arvind

Kumar vs. Govt. of India and Others' reported in 2007 Volume 5 Supreme

Court Cases 745 (Supra), wherein, the Hon'ble Supreme Court has held

when a property is sold by public auction in pursuance of an order of the

court and the bid is accepted and the sale is confirmed by the court in

favour of the purchaser, the sale become absolute and the title vests in the

purchaser. A sale certificate is issued to the purchaser only when the sale

becomes absolute. The sale certificate is merely an evidence of such title.

25. It is well settled that when an auction purchaser derives title on

confirmation of sale in his favour, and a sale certificate is issued evidencing

such sale and title, no further deed of transfer from the court is

contemplated or required. Further, it does not required registration under

Section 17(2) (xii) of the Registration Act.

26. Initiation of the proceedings for public auction under SARFAESI Act

was completed on 30.12.2019.

27. In the instant case also proceedings for sale of property was initiated

under SARFAESI Act and also on 21.09.2019 Sale notice was published in

the newspaper 'Business Standard' (English) and 'Business Standard' (Hindi)

under Rule 8(6) of SARFAESI Rules.

28. On 24.10.2019 e-auction for sale of the subject property was

conducted by STATE bank of India and M/s Alucom Panels Pvt. Ltd.

(Respondent No. 3) and was declared highest bidder. Sale confirmation

issued to Respondent No. 3 under Rule 9(2), SARFAESI.

Company Appeal (AT) (Insolvency) No. 930 of 2020 -17-

29. Further on 27.12.2019 the balance payment of 75% was made by the

M/s Alucom Panels Pvt. Ltd. (Respondent No. 3) under Rule 9(4), SARFAESI

Rules.

30. Further, proceedings were initiated on 24.01.2020 under Section 14 of

the Insolvency & Bankruptcy Code, 2016 and commencement of moratorium

under Section 14 of the IB Code came into effect.

31. So, considering all these facts, we are of the view that there is no

illegality in the Impugned Order passed by the Learned Adjudicating

Authority and Impugned Order is hereby affirmed.

32. There is no substance in the submissions made on behalf of the

Appellant.

33. And accordingly the Appeal is dismissed without costs.

34. The Registry is directed to upload this Judgement on the website of

this Appellate Tribunal.

35. Registry is directed to send a copy of the Judgement to the National

Company Law Tribunal, New Delhi Bench.

[Justice Anant Bijay Singh] Member (Judicial)

[Ms. Shreesha Merla] Member (Technical)

NEW DELHI 12th August, 2021

Sim

Company Appeal (AT) (Insolvency) No. 930 of 2020