2022 (11) TMI 1045 - AT - Insolvency and Bankruptcy

Permission to operate, run and maintain the F B outlet at the resort of the respondent No. 1-UG Hotels and Resorts Limited - seeking handover of peaceful vacant possession of the resort to the Administrator/to the buyer - HELD THAT - The averment made in para 69 of the reply affidavit filed by the Respondent No. 1 wherein the Ld. Administrator received a proposal from M/s G.R. Buildhomes Pvt. Ltd. who have offered to purchase and acquire the Shilon Bagh Resort on as-is-where-is basis for a consideration of Rs. 40 crores and have deposited with the Ld. Administrator a sum of Rs 2 crores which were kept as FDRs and the same is pending for consideration and decision by the Tribunal. The joint application was filed before the Company Law Board and consent was recorded in the order dated 02.12.2013 and Justice (Retd.) Manmohan Sarin was appointed as Administrator to the Hotel and Resorts. Liberty also given in the impugned order to approach before NCLT in case of any difficulty in the implementation of the order. Keeping in view the equities, the facts and circumstances of the case and the background of the Company Law Board order, this instant Appeal is allowed with a direction to the National Company Law Tribunal, Chandigarh Bench, Chandigarh to take up the Applications i.e. CA No. 74 of 2021 CA No. 75 of 2021 filed by the Ld. Administrator and after hearing the parties, the Tribunal may pass appropriate orders taking into consideration the subsequent developments in the matter, at an early date. Appeal disposed off.

Issues Involved:
1. Validity of the impugned order dated 19.02.2021.
2. Compliance with the settlement agreement dated 15.07.2009.
3. Appointment and actions of the Administrator.
4. Proposal from M/s G.R. Buildhomes Pvt. Ltd. for purchasing Shilon Bagh Resort.
5. Running of F&B outlet by Respondent No. 1.

Issue-wise Detailed Analysis:

1. Validity of the Impugned Order Dated 19.02.2021:
The appellants challenged the order dated 19.02.2021 passed by the National Company Law Tribunal (NCLT), Chandigarh Bench, which permitted the first applicant to operate, run, and maintain the F&B outlet at the resort of UG Hotels and Resorts Limited. The appellants argued that the order was against the consent order dated 31.01.2014 and the settlement agreement dated 15.07.2009. They contended that the Administrator, who supported the application, had become an interested party due to the monthly remuneration paid by Respondent No. 1.

2. Compliance with the Settlement Agreement Dated 15.07.2009:
The appellants claimed that the Respondent No. 1 did not comply with their obligations under the settlement agreement, which included paying Rs. 16.05 crores through the sale of the hotel property or by bringing an investor/lender. The appellants argued that the Administrator should have filed an appropriate application before the CLB for generating revenue instead of supporting Respondent No. 1's application.

3. Appointment and Actions of the Administrator:
The Administrator, appointed by the CLB on 31.01.2014, was tasked with clearing any cloud over the title of assets, locating a buyer, and implementing the settlement dated 15.07.2009. The appellants alleged that the Administrator, by accepting remuneration from Respondent No. 1, had a conflict of interest. The respondents, however, defended the Administrator's actions, stating that he had received a proposal from M/s G.R. Buildhomes Pvt. Ltd. to purchase the resort for Rs. 40 crores and had deposited Rs. 2 crores as FDRs. The respondents argued that the Administrator had recommended accepting this proposal.

4. Proposal from M/s G.R. Buildhomes Pvt. Ltd. for Purchasing Shilon Bagh Resort:
The respondents highlighted that the Administrator had received a proposal from M/s G.R. Buildhomes Pvt. Ltd. to purchase the Shilon Bagh Resort on an "as-is-where-is" basis for Rs. 40 crores. The proposal was pending consideration by the Tribunal. The respondents argued that this proposal should be considered, and the appeal should be dismissed.

5. Running of F&B Outlet by Respondent No. 1:
The appellants opposed the operation of the F&B outlet by Respondent No. 1, arguing that it would increase the liability of Respondent No. 2 company. They contended that Respondent No. 1 had not acted on the impugned order for 16 months and only started putting money into the property when the matter was listed for final hearing. The respondents, on the other hand, argued that the operation of the F&B outlet was in accordance with the order dated 31.01.2014 and the settlement agreement, and that it was necessary to secure the interests of Respondent No. 2.

Conclusion:
After hearing the parties and reviewing the pleadings and the impugned order, the Tribunal concluded that the proposal from M/s G.R. Buildhomes Pvt. Ltd. should be considered. The Tribunal directed the NCLT, Chandigarh Bench, to take up the applications filed by the Administrator (CA No. 74 of 2021 & CA No. 75 of 2021) and pass appropriate orders considering the subsequent developments. The parties were directed to appear before the NCLT on 20.12.2022. The appeal was disposed of with these observations and directions.

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