2024 (10) TMI 292 - AT - IBC

Rejection of prayer of the Petitioners to initiate the CIRP against the Corporate Debtor/ Respondent - financial debt or not - default has occurred as per the provisions of the code or not - HELD THAT - In the present case, there is no loan agreement between the appellants and the CD. There is no document which provides the tenure of the loan, rate of interest prescribed and frequency of payment of interest i.e. whether monthly, yearly or any other interval. The only document in this regard relied by appellants are the ledger accounts of the appellants maintained by the CD. Regarding payment of interest by the CD to the appellants the only document in this regard is TDS certificates for the financial year 2021-2022 - It is also observed that no interest has ever been demanded by appellants from the respondent before the demand notice under Section 7. The appellant has not submitted any agreement showing that the respondent, or corporate debtor, was obligated to pay interest on the alleged loan. Additionally, the AA correctly determined that, for a debt to qualify as a financial debt, the amount advanced to the corporate debtor must be in consideration of the time value of money, which is clearly absent in this case. It was also rightly concluded that the appellant does not qualify as a financial creditor, since no money was disbursed with consideration for time value. Further, the CD s claim to have paid the entire amount of principal and interest for which TDS has been deducted, has not been disputed by the appellant. Now the dispute is only about recovery of balance amount of claimed interest. As already held this Appellate Tribunal is not a debt recovery forum. The appellant is free to raise such dispute before appropriate forum for recovery of balance claim, if any. There are no grounds to interfere with the order passed by the AA. The appeal is dismissed.

Issues Involved:

1. Whether the loan qualifies as a financial debt under Section 7 of the Insolvency & Bankruptcy Code (IBC), 2016.
2. Whether a default occurred as per the provisions of the IBC.
3. Whether the application for Corporate Insolvency Resolution Process (CIRP) was appropriate given the circumstances.
4. Evaluation of the Appellant's claims regarding suppression of facts and misrepresentation by the Respondent.
5. Examination of the Respondent's claims regarding the nature of the loan and its classification as an investment.
6. The role of IBC as a forum for insolvency resolution versus debt recovery.

Detailed Analysis:

1. Financial Debt Qualification:
The primary issue was whether the loan provided by the appellants to the Corporate Debtor (CD) qualifies as a "financial debt" under the IBC. The Tribunal noted that there was no formal loan agreement specifying the principal amount, interest rate, or repayment schedule. The absence of such documentation meant the loan did not meet the criteria for "financial debt," which requires consideration for the time value of money. The Tribunal emphasized that the ledger accounts and TDS certificates alone were insufficient to establish the loan as a financial debt.

2. Occurrence of Default:
The Tribunal examined whether a default occurred under the IBC provisions. Since the loan did not qualify as a financial debt, the question of default did not arise. The Tribunal highlighted that the appellants failed to demand interest before issuing the demand notice under Section 7, further complicating the claim of default.

3. Appropriateness of CIRP Application:
The Tribunal assessed whether the CIRP application was appropriate. It concluded that the IBC is not a forum for debt recovery but for insolvency resolution. The Corporate Debtor had already repaid a significant portion of the loan, including principal and interest for which TDS was deducted. The Tribunal found that the application was primarily for recovering the balance interest amount, which is not the purpose of the IBC.

4. Suppression of Facts and Misrepresentation:
The appellants alleged that the respondent suppressed material facts and misrepresented the status of credit facilities. However, the Tribunal did not find sufficient evidence to support these claims. The Tribunal noted that the appellants failed to provide counterarguments to the respondent's claims regarding family disputes and changes in company directorship.

5. Nature of Loan and Investment Classification:
The respondent argued that the funds were investments as part of the promoter's contribution rather than loans. The Tribunal agreed, noting the absence of a loan agreement and the historical context of the funds being provided since the company's inception. The Tribunal concluded that the funds were more akin to investments, not financial debts.

6. Role of IBC:
The Tribunal reiterated that the IBC's objective is to resolve insolvency and not to recover debts. Citing the Supreme Court's judgment in "Swiss Ribbon Pvt. Ltd. Vs. Union of India," the Tribunal emphasized that the IBC is not a debt recovery mechanism. The Tribunal found that the application was not filed for insolvency resolution but rather for recovering an alleged interest balance.

Conclusion:

The Tribunal upheld the decision of the Adjudicating Authority (AA) to dismiss the CIRP application, concluding that the loan did not qualify as a financial debt and that the IBC is not a forum for debt recovery. The Tribunal dismissed the appeal and allowed the appellants to pursue their claims in an appropriate forum if they wish to recover the balance interest amount. The Tribunal emphasized the IBC's role in insolvency resolution and not in resolving disputes over debt recovery.

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