NCLT Delhi Admits Petition Under Section 7 Of IBC Against M/S Anand Divine Developers Pvt. Ltd. And Initiates CIRP

In 2020, the ICICI Prudential Venture Capital Fund Real Estate Scheme I, through its Investment Manager, ICICI Prudential Asset Management Company Ltd. ("Financial Creditor") had filed an application under Section 7 of IBC before NCLT, Delhi Bench against M/s Anand Divine Developers Pvt. Ltd. ("Corporate Debtor") for initiation of CIRP.

Facts Of The Case

The Corporate Debtor had entered into an Investment Agreement with the Financial Creditor, and others in the year 2014. In pursuance of the said Agreement the Financial Creditor had subscribed to 75 Lakh unlisted, secured, cumulative, redeemable and optionally convertible Debentures issued by the Corporate Debtor, having face value of Rs. 100 each. Accordingly, the Financial Creditor had transferred Rs. 75,00,00,000/- to the Corporate Debtor in July, 2014 and Debenture Certificates were issued in return. The Debentures and obligations of the Corporate Debtor were secured.

In 2017, amendments were made to the Investment Agreement with respect to the returns payable on Debentures and the repayment date was fixed to 30.09.2018. As per the terms of the Investment Agreement, the Corporate Debtor was obligated to pay bi-annual interest on the face value of the Debenture; repay the amounts in connection with debentures as and when they become payable; and to redeem the Debentures on the repayment date by paying the subscription amount alongwith outstanding interest on outstanding Debentures. The Corporate Debtor had paid the dues in 2017 and redeemed 65,62,500 debentures, however, the Financial Creditor was still holding 9,37,500 debentures.

Default As Per The Investment Agreement

A default under the Investment Agreement occurred on 31.03.2018 when the Corporate Debtor failed to pay the interest due for the period of 01.10.2017 to 31.03.2018. Interest payment notice was issued by the Financial Creditor to the Corporate Debtor, however, the latter failed to meet the payment commitments. Subsequently, the Corporate Debtor also failed to redeem the remaining debentures in September, 2018.

The Financial Creditor issued Default Notices to the Corporate Debtor but to no avail. The Section 71(8) of the Companies Act, 2013 made it obligatory for Corporate Debtor to pay interest and redeem the Debentures as per the terms and conditions of the issue.

As on 20.11.2020, the Corporate Debtor was liable to pay Rs. 25,46,33,221/- to the Financial Creditor. The Financial Creditor filed an application under Section 7 of IBC before NCLT Delhi, to which no reply or submissions were filed by the Corporate Debtor.

The Decision Of The Bench

The Bench while adjudicating the matter observed that in view of the debt and default mentioned in the petition, the petition stands admitted under Section 7(5) of the IBC. Further, the Bench in pursuance of Section 13(2) of IBC directed the Interim Resolution Professional to make public announcement with regards to the admission of the petition under Section 7 of IBC.

Case Title: ICICI Prudential Venture Capital Fund Real Estate Scheme I , through its Investment Manager ICICI Prudential Asset Management Company Ltd. v M/s Anand Divine Developers Pvt. Ltd. (C.P. No. IB 1101 (PB)/2020)

Counsel for ICICI Prudential Venture Capital Fund Real Estate Scheme I: Adv. Rohan Rajadhyaksha, Adv. Mohit Singh and Adv. Chetan Chawla.

Counsel for M/s Anand Divine Developers Pvt. Ltd.: Adv. Rishab Kumar (Proxy counsel).

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