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Phoenix ARC Private Limited v. Spade Financial Services Limited & Ors.

Civil Appeal · 2021 INSC 51Decided 1 Feb 2021
Civil Appeal No. 2842 of 2020
Dr. Justice D.Y. Chandrachud · Justice Indu Malhotra · Justice Indira Banerjee

Background

Insolvency proceedings (CIRP) were initiated against AKME Projects Limited (the Corporate Debtor) in 2018. Two entities, Spade Financial Services and its subsidiary AAA Landmark, filed claims as "financial creditors" based on inter-corporate deposits and a property development/sale agreement with the Corporate Debtor, which (if accepted) would have given them seats and voting power on the Committee of Creditors alongside genuine lenders like Phoenix ARC and YES Bank. It emerged that Spade and AAA had a long-standing business relationship with Mr. Anil Nanda, the promoter of the Corporate Debtor, through common director Mr. Arun Anand, raising the question of whether their claimed "debts" were genuine arm's-length transactions or collusive arrangements designed to let an insider control the insolvency process.

Decision Breakdown

The Supreme Court held that the transactions between Spade/AAA and the Corporate Debtor were collusive in nature (lacking a genuine "financial debt" with real consideration for the time value of money), so Spade and AAA could not be treated as financial creditors under Section 5(7) of the IBC, reversing the NCLAT's finding on this point. The Court separately affirmed that Spade and AAA were "related parties" of the Corporate Debtor under Section 5(24) because of the entangled relationship between their promoters, and held that even though some of that related-party status had since lapsed, parties who shed their related-party status specifically to sneak onto the CoC must still be treated as related parties for exclusion purposes. As a result, both the NCLAT's finding that they were related parties and its decision to exclude them from the CoC under the first proviso to Section 21(2) were upheld, though on the Court's own, partly different, reasoning.

Lesson Learnt

The insolvency process's Committee of Creditors is meant to represent genuine, independent lenders: a promoter cannot use affiliated or collusive entities to manufacture "debt" claims and infiltrate the CoC, and courts will look past formal technicalities (like a later change in shareholding) to the real, substantive relationship between the parties when policing this safeguard.

Official source (sci.gov.in)View Judgment (PDF)

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