Rr Securities And Finance Pvt. Ltd vs Mr. Rishabh Chand Lodha

[Arising out of the Impugned Order dated 16.10.2025 passed by the Adjudicating Authority, National Company Law Tribunal, New Delhi Bench in I.A. No. 795 of 2025 in C.P. (IB) No. 804/ND/2020] In the matter of: RR SECURITIES AND FINANCE PVT. LTD. OFFICE AT: C-3 M-3, MEZZANINE FLOOR POOJA HOUSE, COMMERCIAL CENTER, NEW DELHI, DELHI, INDIA - 110015 EMAIL: rrsecurities1995@gmail.com .... Appellant Versus

MR. RISHABH CHAND LODHA, RESOLUTION PROFESSIONAL, DMC INFRASTRUCTURE PVT. LTD. OFFICE AT: E-5, BASANT VIHAR, BHILWARA, RAJASTHAN- 311001 EMAIL: cirp.dmcinfrastrcture@gmail.com .... Respondents Present: For Appellant : Mr. Paras Mithal, Advocate.

For Respondent : Mr. Rachit Mittal, Mr. Abhishek Devgan, Mr. Kanishk Raj, Mr. Shubham Sonthalia, Ms. Srishti Agrawal, Dr. R.C. Lodha, Advocates for RP.

JUDGMENT

(Hybrid Mode)

Per: Barun Mitra, Member (Technical)

The present appeal filed under Section 61 of the Insolvency and

Bankruptcy Code, 2016 ('IBC' in short) by the Appellant arises out of the Order

dated 16.10.2025 (hereinafter referred to as the 'Impugned Order') passed by the Adjudicating Authority (National Company Law Tribunal, New Delhi Bench-

V) in I.A. No. 795 of 2025 in C.P. (IB) No. 804/ND/2020. By the impugned order,

the Adjudicating Authority has rejected the claim of the Appellant - R.R.

Securities and Finance Pvt. Ltd. ("RRSFPL" in short) in the Corporate Insolvency

Resolution Process ("CIRP" in short) of the Corporate Debtor-DMC

Infrastructure Pvt. Ltd ("DMCIL" in short). Aggrieved by the impugned order, the

present appeal has been preferred by the Appellant.

2. Coming to the factual matrix, it is relevant to note that JMD Commercial

Pvt. Ltd. ("JMDCPL" in short) a sister concern of the Corporate Debtor-DMCIL

had purchased goods valued at approximately Rs. 6.39 Crores from M/s RS

International. JMDCPL purportedly failed to honour its payment obligations

resulting in substantial outstanding dues. To resolve their outstanding debt, a

Collaboration-cum-Redevelopment Agreement dated 07.08.2017 was executed

between DMCIL, JMDCPL, certain shareholder/promoters of the Corporate

Debtor and RS International under which agreement limited lease-hold rights

over the immovable property-Filmistaan Cinema (hereinafter referred to as

"subject property") owned by DMCIL-Corporate Debtor was purportedly given

to RS International. However, due to unresolved encumbrances and other

subsisting third-party interests in the said property, the proposed redevelopment

of the said property could not be undertaken and as this arrangement failed to

fructify, the debt of JMDCPL remained unpaid. Subsequently, on 31.03.2021,

the rights of RS International under the Collaboration-cum-Redevelopment

Agreement was assigned to the Appellant-RRSFPL by an Assignment Agreement.

On the same date i.e. 31.03.2021 the Corporate Debtor and JMDCPL also Page 2 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 addressed a communication to Appellant conveying a joint acknowledgment of

debt and corporate guarantee admitting the outstanding liability of Rs. 6.40 Cr.

with interest at 24% per annum, compounded monthly. Soon thereafter, on

15.04.2021, the Corporate Debtor-DMCPIL was admitted into CIRP. The CoC in

the first meeting held after the Corporate Debtor was admitted into CIRP resolved

to seek liquidation of the Corporate Debtor. However, the fifth CoC meeting held

on 15.04.2024 resolved to withdraw the liquidation proposal and accordingly the

RP preferred IA No. 2356 of 2024 before the Adjudicating Authority seeking

withdrawal of the liquidation application. IA No. 2356 of 2024 was allowed by

the Adjudicating Authority on 20.09.2024 with directions to complete the

resolution process. Form-G was published and Expression of Interests were also

received from potential resolution applicants. The Appellant on 04.01.2025 sent

an e-mail to the RP asserting their rights over the subject property and for

reflecting the same on the Information Memorandum ("IM" in short) in terms of

the 2017 Agreement. This was followed by an application bearing IA No. 647 of

2025 filed by the Appellant before the Adjudicating Authority seeking directions

to be issued to the RP to update the rights of the Appellant over the subject

property in the IM. The Appellant also filed their claim in Form-F in the category

of "Other Creditors," by relying on the alleged Guarantee Deed dated 31.03.2021

purportedly executed by the Corporate Debtor in their favour and staked a total

claim of Rs. 15.35 Cr including accrued interest as on the insolvency

commencement date. This claim was rejected by the Resolution Professional

("RP" in short) on 11.02.2025. On 13.02.2025, the Appellant filed IA No. 795 of

2025 before the Adjudicating Authority challenging the rejection of their claim Page 3 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 by the RP. The Adjudicating Authority by the impugned order dated 16.10.2025

dismissed both IA Nos 647 and 795 of 2025 filed by the Appellant. Aggrieved by

the impugned order, the present appeal has been preferred by the Appellant.

3. Making submissions on behalf of the Appellant, Shri Paras Mithal, Ld.

Counsel contended that the Adjudicating Authority, failed to appreciate

holistically the continuous chain of commercial transactions commencing with

the purchase of goods by JMDCPL from RS International in 2017; the unpaid

debts arising from these transactions which in turn led to the execution of

Collaboration-cum-Redevelopment Agreement dated 07.08.2017 towards

liquidation of the outstanding dues followed by an Assignment Agreement dated

31.03.2021 executed in favour of the Appellant besides a joint acknowledgment

and guarantee deed dated 31.03.2021 by the Corporate Debtor and JMDCPL in

favour of the Appellant. It was contended that the Adjudicating Authority also

failed to appreciate that these developments are fully supported by documentary

evidence. However, the Adjudicating Authority erred in having perused these

documents in isolation without looking at them in their totality. When seen

together, these documents clearly establish a legally enforceable monetary

liability qua the Corporate Debtor. Submission was also pressed that the issue

of the letter dated 31.03.2021 was not only an admission of the joint

acknowledgment of dues of Rs 6.39 Cr. along with interest @ 24% per annum by

JMDCPL and the Corporate Debtor but also unequivocally reflected the intention

of the Corporate Debtor to act as a guarantor. It was pressed hard that their

claim before the RP was a pure monetary claim founded on a valid assignment

of debt which is substantiated by acknowledgment of liability and corporate Page 4 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 guarantee and that this claim was independent of redevelopment of the subject

property which was at the heart of the Collaboration-cum-Redevelopment

Agreement. It was clarified that the Appellant not having asserted any

possessory or proprietary rights over the subject property, it was misconceived

on the part of the Adjudicating Authority to link the claim amount and the

subject property and for denying the claim by holding it contingent and inchoate.

It was also contended that reliance placed by the RP on the absence of entries

in the audited financial statements of the Corporate Debtor to reject their claims

was also misconceived since no direct disbursement was ever claimed by the

Appellant.

4. Refuting the contentions of the Appellant, Shri Rachit Mittal, the Ld.

Counsel for the Respondent-RP submitted that both IAs 647 and 795 of 2025

were not maintainable and had been rightly dismissed by the Adjudicating

Authority. The Appellant had failed to establish any legally enforceable debt for

establishing their claim or effectively demonstrate any vested right against the

Corporate Debtor, hence, the RP had rightly rejected their claims. The Appellant

had also failed to show that it had supplied goods or rendered services to the

Corporate Debtor. Nor did the Appellant advance any loan or hold any registered

charge or valid corporate guarantee. Further no liability is reflected in the

audited financial statements of the Corporate Debtor qua the Appellant.

Submission was pressed that the Collaboration-cum-Redevelopment Agreement

dated 07.08.2017, basis which the claim is staked was unenforceable as it was

executed without due authorization of the Board of Directors and without the

Page 5 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 requisite mandatory shareholder's approval under Section 180 of the Companies

Act, 2013. Further, the rights claimed by the Appellant qua the subject property

was purely contingent as it was subject to the prior and subsisting security

interest of the Corporation Bank (now Union Bank of India). In the absence of

resolution of such encumbrance, no vested or crystallized rights had accrued in

favour of the Appellant. The Appellant therefore had no legal basis to seek

modification of the Information Memorandum as the subject property did not

vest in the Appellant. It was also pressed that the letter of 31.03.2021 from the

Corporate Debtor and JMDCPL to the Appellant which has been claimed by the

Appellant to be a deed of corporate guarantee did not constitute an enforceable

document as it was not duly executed, stamped or properly notarized and was

only a unilateral offer made by the Corporate Debtor and there is no

acknowledgment or acceptance of the same by the RS International. Hence this

letter was incapable of creating any binding guarantee and at best was an

incomplete and inchoate document. The RP further contended that the claim of

the Appellant was rejected not only on the ground of absence of their enforceable

rights over the subject property but also for no evidence to show either supply

of goods or services by them; or lack of proof of any loan having been advanced

or disbursed by them; and no proof of existence of the amount claimed by the

Appellant in the financial statements of the Corporate Debtor.

5. We have duly considered the arguments advanced by the Ld. Counsels for

both parties and perused the records carefully.

Page 6 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025

6. The short issue for our consideration is whether the impugned order of

the Adjudicating Authority affirming the decision of the RP to reject the claim

filed by the Appellant suffers from any infirmity.

7. At the very outset, we would like to advert attention to the findings

returned by the Adjudicating Authority wherein the broad reasons for supporting

the rejection of the claims of the Appellant by the RP has been captured which

is as reproduced below:

"21. In view of foregoing discussions, we are of the view that since the encumbrance of Corporation Bank, which is integral to the Collaboration cum Redevelopment Agreement, was never resolved by the Corporate Debtor. Consequently, the Applicant's purported rights in respect of the redeveloped property (or the subject property) never materialized, and no inter se rights or obligations were created between the parties under the said Agreement. Further, the assignment deed dated 31.03.2021 only pertains to assignment of rights/interest on certain redeveloped portions of subject property, which admittedly was never redeveloped owing to encumbrance/charge of Corporation Bank. Moreover, no right or claim pertaining to the outstanding, debt of JMD Commercials Pvt. Ltd. was ever assigned or transferred to the Applicant. As far as the letter dated 31.03.2021, which was shown as guarantee of Corporate Debtor is concerned, it nowhere qualifies legal guarantee agreement in terms of Section 126 of the Contract Act. Apart from the said letter, the Applicant has failed to produce any other supporting document to substantiate its claim of a valid guarantee or any corresponding financial obligation of the Corporate Debtor.

22. In light of the foregoing discussion, we are not inclined give any direction to the Resolution Professional as sought in both the IAs. We also do not find any infirmity or error in the decision of the Resolution Professional in rejecting the claim of the Applicant."

8. It is the case of the Appellant that the impugned order had wrongfully

rejected their claim despite having placed on record supporting documents

which substantively established a legally enforceable financial obligation on the

part of the Corporate Debtor-DMCIL qua the Appellant. One of the principal

Page 7 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 documents relied upon by the Appellant in support of their claim is the

Collaboration-cum-Redevelopment Agreement of 07.08.2017. While

acknowledging the fact that the Collaboration-cum-Redevelopment Agreement

stipulated that the Corporate Debtor was required to take certain steps to

remove the encumbrances on the subject property, it was contended that even

if the encumbrances were not cleared by the Corporate Debtor, this did not

undermine the underlying outstanding debt which gave rise to the monetary

claim of the Appellant.

9. Per contra, it is the contention of the Respondent-RP that in terms of the

Collaboration-cum-Redevelopment Agreement, it is an admitted fact the

Corporate Debtor was required to take steps to remove the encumbrances of the

Union Bank of India over the subject property. It was contended that it is also

an undisputed fact that these encumbrances were not cleared by the Corporate

Debtor and, therefore, the rights arising from the Collaboration-cum-

Redevelopment Agreement had not crystallised into an enforceable monetary

claim and therefore the RP had not committed any error in rejecting the claim

filed by the Appellant basis the Collaboration-cum-Redevelopment Agreement.

Further, in the absence of any evidence of authorisation in favour of the

signatory who executed the said document on behalf of the Corporate Debtor

and this Agreement not having been registered, this rendered the document

legally unenforceable and therefore could not have constituted sufficient basis

for making any claims.

Page 8 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025

10. At this stage, it will be relevant to peruse the relevant clauses of the

Collaboration-cum-Redevelopment Agreement which is as reproduced below:

WHEREAS:

A. The ASSIGNOR had entered into a Collaboration cum Redevelopment Agreement dated 07.08.2017 (Here in after referred to as `Collaboration Agreement') with DMC Infrastructure Pvt. Ltd./ DMC, the sole and exclusive owner of the property located at 8356, Ward No. 14, Model Basti Bara, Hindu Rao, Filmistaan Cinema Building, Delhi- 110005 [Here in after referred to as' Subject Property'], to undertake the redevelopment of the Property at its sole cost and expense.

B. Pursuant to the terms of the Collaboration Agreement, the ASSIGNOR has retained exclusive rights to certain portions of the redeveloped Property as described in 'Schedule A' of the Collaboration Agreement, namely: a) Three (3) out of Four (4) Commercial Shops on the Ground Floor; and b) Cafe and Co- Working Spaces on the Second Floor.

C. The ASSIGNOR wishes to assign its rights, title, and interest in the abovementioned portions of the redeveloped Property (Hereinafter referred to as 'Assigned Units') to the ASSIGNEE, along with the obligations under the Collaboration Agreement, including the pursuit of any litigation and the execution of the Collaboration Agreement, for an upfront consideration of Rs. 1,00,000/- (Rupees One Lakh Only), which stands paid in full by the ASSIGNEE.

D. The ASSIGNOR and the ASSIGNEE have mutually agreed that the revenue generated from the operation of the Assigned Units post-redevelopment shall be distributed in the ratio of 70% to the ASSIGNOR and 30% to the ASSIGNEE.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

"I. BACKGROUND:

As at the date of present agreement, 'JMD' has an outstanding liability of Rs. 6,39,40,140/- (Rupees Six Crore Thirty-Nine Lakh Forty Thousand One Hundred Forty Only) owed to 'RS International' for goods purchased during the period spanning from April 2017 to June 2017.

In an effort to resolve the outstanding debt of 'JMD' towards 'RS International', the parties are entering into a mutual agreement to discharge the aforementioned liability. As part of the agreement, it has been decided

Page 9 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 that 'RS International' will be granted specific rights over the sole immovable asset of the sister concern of 'JMD' namely 'DMC', which is the "Filmistaan Clnema" property located at Model Basti, Bara Hindu Rao, Delhl-110005 (hereinafter referred to as the "Subject Property"). The Subject Property, being the primary and significant asset of DMC, shall hold a central place in the arrangement to liquidate the debt owed to 'RS International'. The terms and nature of the rights granted are outlined in further detail in the subsequent clauses of this agreement, ensuring that the interests of 'RS International' are secured in accordance with the mutual understanding between both parties.

II. ENCUMBRANCES ON PROPERTY:

a) Mortgage to Corporation Bank: The Subject Property is currently encumbered by a mortgage in favour of Corporation Bank (hereinafter referred to as the "Bank"). The mortgage has been created through the deposit of title deeds by DMC as collateral to secure loan facilities extended by the Bank. These loan facilities have been availed by two separate entities, namely 'JB Gold Pvt. Ltd.' and 'Roshni Jewellers Pvt. Ltd.' (hereinafter referred to as the "Borrowers"),

b) ....

III. AGREEMENT TO REMOVE ENCUMBRANCE:

a) .....

b) The rights of 'RS International' under this Agreement shall only become effective and enforceable after the encumbrance on the Property is fully resolved and the title deeds are returned to the custody of DMC. Until such time as the encumbrance is cleared, and the title deeds are duly returned, 'RS International' acknowledges that its rights to the Property shall be contingent upon the resolution of the encumbrance. 'RS International' shall not exercise any rights in relation to the Property until such conditions precedent are met, and the Creditor shall be entitled to seek all remedies available under the Agreement only once the Property is cleared of any encumbrance and the title deeds are returned."

11. Having taken notice of the above document, we first come to the

contention of the RP that this Agreement was executed on 07.08.2017 while the

date of purchase of stamp paper is shown as 03.04.2014. It is also contended

by the RP that this Agreement is neither notarized nor attested. Since this

Page 10 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 Agreement was unregistered, it was legally unenforceable in terms of Section 17

of the Registration Act, 1908. The executant of this Agreement on behalf of the

Corporate Debtor also lacked order of authorisation from the Corporate Debtor

thereby making the authenticity of the document doubtful. Since the

authenticity of the primary document was itself questionable, it is the case of

the RP that the claim filed on the basis of such a document was untenable. While

we are of the view that disputes involving authenticity and genuineness of

contractual documents do not fall strictly within the remit of the RP, given the

fact that Regulations 10, 12 and 13 of IBBI (Insolvency Resolution Process for

Corporate Persons) Regulations,2016 enjoins upon the RP to verify claims

submitted by creditors, there was nothing unusual on the part of the RP to take

notice that there existed grounds for doubting the authenticity and bonafide of

the documents basis which claims were raised. Be that as it may, we do not wish

to comment on this aspect since records placed before us do not carry proof as

to whether the RP had sought further clarifications from the concerned on this

aspect while considering the claims of the Appellant to determine their

authenticity and accuracy.

12. However, more importantly, when we look at the terms of the above

Collaboration cum Redevelopment Agreement, it becomes clear that the rights

of RS International over the subject property was contingent upon resolution of

the encumbrance. When this condition precedent of resolution of the

encumbrances had admittedly remained unmet, the RS International and the

Appellant as their assignee could not have claimed benefit of the subject

property. The RS International and their assignee could have claimed remedies Page 11 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 available under the Collaboration cum Redevelopment Agreement only when the

title deed of the subject property was returned by the Union Bank of India which

not having materialized, the claim of lease-hold rights over the subject property

cannot be seen to have fructified. Thus, the finding of the RP which was later

affirmed by the Adjudicating Authority that the claim of the Appellant could not

have been enforced basis terms of the Collaboration cum Redevelopment

Agreement cannot be faulted. No right had crystallized in favour of the Appellant

under this Collaboration cum Redevelopment Agreement. Hence, the

Adjudicating Authority had correctly held that the encumbrances with respect

to the subject property not having been resolved which was integral to the

Agreement terms, no enforceable right over the subject property had concretized

and hence no claim could have been made basis the Agreement.

13. The other salient document on which the Appellant has relied upon to

assert the inclusion of their rights over the subject property in the Information

Memorandum and for the RP to accept their claim was the Assignment

Agreement which had been entered into between RS International as the

'Assignor' and the Appellant as the 'Assignee'. Submission was pressed that the

Assignment Agreement provided for the transfer and conveyance of all rights,

titles and interest over the subject property in the Collaboration-cum-

Redevelopment Agreement from the Assignor to the Assignee. It was contended

that alongwith the debt of the Corporate Debtor, the vested right over the subject

property was also assigned to the Appellant by the Assignor.

14. Per contra, it is the contention of the Respondent that Assignment

Agreement provided for assignment of rights and interests on the re-developed Page 12 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 portions of the subject property. Since this limited right of re-development did

not take place on account of encumbrances over the subject property, the vested

rights over the subject property had not yet devolved upon RS International

which party was the assignor, hence, the same rights or title could not have been

assigned by them to the Appellant. Hence no claim on the basis of the

Assignment Agreement could have been made by the Appellant.

15. It may be useful at this stage to notice the relevant provisions of the

Assignment Deed which is as reproduced below:

1. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

1.1 The ASSIGNOR hereby irrevocably assigns, transfers, and conveys to the ASSIGNEE all its rights, title, and interest in and to 'the Assigned Units, as detailed in 'Schedule A' [of the Collaboration Agreement], along with all associated obligations under the Collaboration Agreement.

1.2. The ASSIGNEE hereby accepts such assignment and agrees to perform all obligations under the Collaboration Agreement previously undertaken by the ASSIGNOR, including but not limited to pursuing any litigation, obtaining necessary approvals, and executing the Collaboration Agreement with DMC.

16. We notice that the above terms of the Assignment Deed have also been

noticed by the Adjudicating Authority in the impugned order at para 15. From a

plain reading of the above Clauses of the Assignment Deed, it is evident that this

deed clearly identified the select portions of the redeveloped property on which

RS International as the Assignor had exclusive rights. That the subject property

was not redeveloped owing to non-removal of encumbrances over the subject

property has also not been controverted by the Appellant. Since the redeveloped

units had not come into existence, the Adjudicating Authority committed no

mistake in holding that no rights, title or interest on the subject property had

Page 13 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 therefore accrued in favour of the Appellant under the above-mentioned

Assignment Deed. Until the title deeds were returned to the custody of the

Corporate Debtor by the Union Bank of India, RS International was not entitled

to exercise any rights in relation to the subject property and therefore the

assignment by them of their rights to the assignee was hollow and baseless.

Furthermore, the Agreement has been executed without the consent/NOC from

the Union Bank of India at a time when the subject property stood encumbered

with Union Bank of India. We have already noticed in the preceding paragraphs

that the title deeds of the subject property had also not yet been returned by the

Union Bank of India to the Corporate Debtor, hence in such circumstances, the

Appellant cannot be seen to exercise any rights in relation of the said property

in terms of the Assignment Agreement. We thus find no reasons to disagree with

the finding returned by the Adjudicating Authority that when the Assignor did

not get any right in the subject property, the Assignor could not have transferred

any right on the subject property to the Assignee as it is settled law that the

rights of the assignee cannot be more than what the original assignor possesses.

We are therefore clear in our minds that the Assignment Deed does not lend any

foundation to the argument canvassed by the Appellant that their claim was

wrongfully rejected by the RP.

17. This now brings us to the letter dated 31.03.2021 which has been claimed

by the Appellant to evidence a joint acknowledgment of debt and corporate

guarantee given by the Corporate Debtor admitting their outstanding liability of

Rs. 6.40 Cr. with interest at 24% per annum, compounded monthly. This was

contended by the Appellant to be an acknowledgement of debt which debt Page 14 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 crystallized their monetary claim independent of any property-linked contingent

rights. As the provisions of the Indian Contract Act, 1872 recognises a guarantee

whether it is oral or written and does not prescribe any particular format to be

followed, it was asserted that the letter sufficed for being treated as a guarantee

deed.

18. Rebutting the above argument, it was contended that the letter dated

31.03.2021 did not constitute a valid guarantee. Further, since this letter of

31.03.2021 was undisputedly post the purported execution of the Collaboration-

cum-Redevelopment Agreement of 07.08.2017 and this letter clearly altered the

terms of the Collaboration-cum-Redevelopment Agreement, the letter should

have been consented to by all the parties who were signatories to the

Collaboration-cum-Redevelopment Agreement. It was therefore vehemently

contended that in the absence of a formal agreement, this letter was thus at best

an incomplete and inchoate document incapable of creating any binding

guarantee.

19. To arrive at our findings, we would like to advert our attention to the letter

dated 31.03.2021 and the signatories therein basis which the Appellant has

claimed this document to be a formal Guarantee Deed. The said letter which

appears at page 84 of the Appeal Paper Book is as reproduced below:

Date: 31-03-2021

To,

Mis. RR Securities & Finance Pvt. Ltd.

T-36, 3rd Floor, Road No. 20 Baljeet Nagar, Lal Mandir Patel Nagar New Delhi-110008

Page 15 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 Subject : Request for more time and confirmation of outstanding balance Sir, We are writing regarding the outstanding liability of 'JMD Commercials Pvt. Ltd.' owed to 'RR Securities & Finance Pvt. Ltd.' (Assignee of R.S. International). As per our discussions, we want to confirm the balance amount due, including interest at 24% per annum at monthly compounding as of 31.03.2021.

 Principal Amount : Rs. 6,39,40,140/  Accrued Interest (as on 31.03.2021) : Rs. 8,81,81,015/- ------------------------- Total Balance : Rs. 15,21,21,155/- -------------------------

By way of the present communication, 'DMC Infrastructure Pvt. Ltd.' is formally extending its guarantee for the payment of the dues owed by 'JMD Commercials Pvt. Ltd.' to 'RR Securities & Finance Pvt. Ltd.' (Assignee of R.S. International). This guarantee shall ensure that the outstanding amounts, including principal and interest, are fully discharged. DMC assures you that it will take all necessary steps to fulfil this obligation in the event of any default by JMD. This is to further secure your interests and reinforce our intention to resolve this matter amicably and promptly.

......

Thanks and Regards, For JMD COMMERCIALS PVT. LTD. RAJNISH GUPTA RAJNISH GUPTA Director (Authorized Representative)

20. When we look at the letter of 31.03.2021 which has been relied upon by

the Appellant to contend that a Corporate Guarantee had been issued by the

Corporate Debtor, we find the document to be a mere letter which is neither

stamped nor notarised but more significantly not consented to by all the relevant

Page 16 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 parties i.e. the surety/guarantor; principal debtor/defaulting party and the

creditor/receiver. It is only a unilateral offer by the Corporate Debtor bereft of

mutual consent of all concerned parties and on the face of it suffers from the

infirmity of being an incomplete instrument incapable of creating a binding

guarantee. There is no mention of whether the consent of Union Bank of India

has been taken apart from mentioning that they were striving to resolve the

encumbrance held by the bank. Prima facie, this puts a question mark on the

validity and enforceability of the letter dated 31.03.2021 thereby rendering the

corporate guarantee legally untenable.

21. We are therefore of the considered view that mere existence of documents

like the Collaboration-cum-Redevelopment Agreement, Assignment Agreement

or the Letter of Guarantee in itself cannot substantiate the claims of the

Appellant when the claims were contingent and dependent on removal of

encumbrances of the subject property by the Corporate Debtor. We do not find

any material on record to substantiate the fact that the encumbrances had been

removed and that the title deed of the subject property deposited with the Union

Bank of India had been returned to the Corporate Debtor. Further in the present

facts of the case when the Appellant has admitted that the Corporate Debtor had

not yet fulfilled its obligations to cure the encumbrances over the subject

property, though it had expressly undertaken to do so, we have no reasons to

disagree with the Respondent-RP that there was no enforceable right enjoyed by

RS International or their assignee over the subject property and hence the claim

staked by the Appellant lacked foundational basis. It therefore, follows as a

logical corollary that the rights of the Appellant still remaining nebulous, Page 17 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025 amorphous and indeterminate, such contingent rights did not acquire the

character of a crystallised and enforceable right, basis which any claim could

have been accepted by the RP.

22. Additionally, we also find that Adjudicating Authority has taken

cognisance of the fact that the RP while deciding on the acceptance had noticed

that the CIRP of the Corporate Debtor was initiated by the Adjudicating

Authority vide order dated 15.04.2021 but the Applicant had filed their claim

belatedly almost after four years and that too by asserting their contingent rights

over an encumbered subject property. Given this backdrop, we do not find any

error on the part of the RP to not have updated the Information Memorandum

in respect of the subject property or in rejecting the claim of the Appellant and

for the Adjudicating Authority to have upheld these decisions of the RP in the

impugned order.

23. In result we do not find any merit in the Appeal. The Appeal is dismissed.

No costs.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

Place: New Delhi Date: 06.02.2026

Page 18 of 18 Company Appeal (AT) (Insolvency) No. 2015 of 2025