Interim Order 1

Order Details: Notice of Motion
Pdf Text: N/m No. 2247/19 in Suit No. 2078/19. 1 Order.
IN THE BOMBAY CITY CIVIL COURT AT BOMBAY.
NOTICE OF MOTION NO. 2247 OF 2019
(CNR NO. MHCC010061632019)
IN
SUIT NO. 2078 OF 2019
(CNR NO. MHCC010059682019)
Abhay Narendra Lodha ...Plaintiff
Versus
Allahabad Bank ...Defendant
CORAM : HIS HONOUR JUDGE
SHRI G.G.BHANSALI.
(C.R.NO.31).
DATE : 10th OCTOBER, 2019.
Mr. Bobde a/w Ms. Priyanka Dubey, Advocate for Plaintiff.
Mr. Prakash Shinde a/w Ms. Niyati Merchant, Advocate for Defendant.
ORAL ORDER
This is a notice of motion taken out by plaintiff for
temporary injunction.
2. Plaintiff is a director and promoter of the company namely
“Topworth Pipes and Tubes Private Limited” (hereinafter referred to as
“the Company” or “TPTPL”). It is a company incorporated and
registered under the provisions of the Companies Act, 1956. The
company deals into manufacturing of Helical Submerged Arc Welding
and steel pipes. The defendant bank has declared the account of
company as a fraud account. Hence this motion is preferred by
plaintiff.
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N/m No. 2247/19 in Suit No. 2078/19. 2 Order.
3. Plaintiff is the director of suspended board of the company.
The list of banks is given at Para 11 of the plaint, who has sanctioned
the loan to the TPTPL Company. Due to increase in cost of raw material
and nonavailability of timely working capital, it has adversely affected
the ability of the company. At the international level there was slow
down in the prices of steel, which has resulted the economy of the
company. Plaintiff has applied for restructuring of loan in 2015. The
list of various meetings conducted by the defendant bank is given in
Para 32 of the plaint. In Company Petition No. 175/2015 plaintiff
arrived at settlement with M/s. MSTC Ltd., however due to no financial
assistance by the consortium banks, plaintiff could not comply the order
of the Court.
4. It is added that defendant bank has initiated proceedings
under Section 13(2) of SARFAESI Act, 2002 vide notice dated
21/11/2016. The Bank of Baroda has filed O.A.No. 67/2016 before the
Hon'ble DRT, Mumbai. Plaintiff has shown his readiness for forensic
audit as per letter dated 18/11/2015. In view of letter dated
05/01/2016 the consortium bank has decided to appoint M/s. J.Singh
& Associates. In consortium meetings dated 06/06/2016, 05/07/2016
and 28/07/2016, nothing was discussed about forensic audit report.
However, the company has supplied all relevant information to the
auditor. According to plaintiff, without any sufficient cause and
without following principles of natural justice, the account of plaintiff
company has been declared as fraud. The plaintiff wrote a letter dated
06/06/2019, asking the reason / information for declaring the account
as fraud. However, no reply has been given by the defendant bank.
Therefore, it is requested for temporary injunction.
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N/m No. 2247/19 in Suit No. 2078/19. 3 Order.
5. Defendant Allahabad Bank submitted a reply on notice of
motion, however the detail written statement is not submitted. It is
averred that the present notice of motion and suit are deserves to be
dismissed for want of jurisdiction. This is an attempt to delay the
recovery proceeding. The account of TPTPL Company is declared as
'NPA'. The lead bank is a Punjab National Bank (PNB) who conducted
forensic audit report, wherein, it is noticed that huge fund is siphoned
by the plaintiff. It is added that this is one attempt to delay the
recovery proceeding. The TPTPL Company has availed credit facility of
43 Crores from the consortium of banks. According to defendant, the
civil court does not have the jurisdiction to decide the suit. The account
of plaintiff is declared as fraud and red flagged by the defendant. The
plaintiff ought to have approach the DRT Court. It is claimed to reject
the motion.
6. Ld. Advocate Mr. Bobde alongwith advocate Ms. Priyanka
Dubey has submitted on the following material points :
a) The defendant bank has declared the account of plaintiff as
fraud without following principles of natural justice.
b) The copy of forensic report is not supplied to plaintiff
despite various letters.
c) Almost 60% lenders gave approval for revise plan of
restructuring.
d) The TPTPL Company has received various notices under
Section 13(2) of SARFAESI Act and various properties of
the company came to be attached by the defendants.
e) Defendants Bank may proceed with attached properties and
may sale the same in SARFAESI proceedings.
f) Plaintiff is not against the process of recovery.
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N/m No. 2247/19 in Suit No. 2078/19. 4 Order.
g) The loss is caused to company due to recession and low
prices of steel products.
h) The plaintiff company has issued various notices, however
no reply is given by the defendant.
i) The letter dated 06/06/2019 in respect of reason for
declaring the account as fraud remain unreplied.
7. Ld. Advocate Prakash Shinde for defendant vehemently
argued that plaintiff as suspended director has no locus standi to file
this suit. As per order of NCLT, Mumbai in Petition No. 1239/2018 Mr.
Kishan Somani is appointed as Interim Resolution Professional (IRP).
The material points from the arguments advanced on behalf of
defendant are as follows :
a) In view of Section 17, 18 and 231 of the Insolvency and
Bankruptcy Act (2016) I.B.Code, this Court do not vest the
jurisdiction.
b) Even in absence of forensic report, the account of debtor
can be declared as 'Red Flagged'.
c) A member of consortium bank can rely on forensic report of
a lead bank.
d) If the prescribed time limit is not followed by the bank, it
will be penalized by the RBI.
e) The account of plaintiff is already declared as fraud.
f) The consortium bank can declare the account fraud, in
absence of forensic report.
g) The lead bank in present case is Punjab National Bank and
forensic report is done by Punjab National Bank.
8. Ld. Advocate Mr. Shinde for defendant submits that even in
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N/m No. 2247/19 in Suit No. 2078/19. 5 Order.
absence of forensic report / audit report, the account of any company
can be declared as fraud. The civil court do not vest the jurisdiction.
Hence it is claimed to reject the motion.
9. On perusal of Section 60 of I.B.Code, it is in respect of
adjudication in relation to insolvency resolution and liquidation for
corporate persons. It is to note that no order issued by N.C.L.T. is
challenged by plaintiff. Plaintiff approached this Court to restrain
defendants from using coercive action and filing criminal cases against
the plaintiff and other directors relying on master circular of R.B.I.
Therefore Section 60 of I.B.Code do not attract in present case.
10. It would be appropriate to note admitted facts at the
inception. Upon completion of all formalities, loan was sanctioned by
the defendant bank to plaintiff company. The process of declaring
fraud is based on master circular dated 01.07.2016. Plaintiff is not
against the process of recovery. The copy of forensic report is not given
to plaintiff. The scope of action under master circular is very wide, it
includes lawyers, auditors etc. relating to preparation of report of
company.
11. It is not disputed that defendant bank has initiated action
under master circular dated 01.07.2016. According to learned advocate
for defendant, in view of M/s Innovative Industries V/s ICICI bank
(Civil Appeal 8337/12017 decided on 31.08.2017), it is held that the
suit by insolvent company is not maintainable before the civil court.
12. The material question is whether present suit is tenable
before this court. In Bank of India V/s Gupta Coal (Civil revision
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N/m No. 2247/19 in Suit No. 2078/19. 6 Order.
97/2017 decided on 04.09.2018) it is observed that suit relating to
red flag and fraud account as per master circular is maintainable before
the civil court. The observations of the Hon'ble Lordship of Hon'ble
High Court of Bombay, Bench at Nagpur are reproduced for sake of
convenience:
“The relief as sought is a declaration that the action of the
defendants in declaring the account of the plaintiff
Company as fraud is illegal followed by prayer for
permanent injunction. Various documents including the
Forensic Audit Report have been filed on record.”
“The relief as sought in the suit is with regard to
declaration of the account of the plaintiffCompany as
a fraud account. The same cannot be said to be a
dispute arising out of ordinary transactions of bankers
and traders. It is the case of the plaintiffCompany
that in view of various guidelines of the Reserve
Bank of India and Master Circular, its accounts has
been declared as fraud account without following the
due procedure and in breach of principles of natural
justice. In the light of the challenge as raised, it
would be the Civil court that would retain jurisdiction
to entertain the suit.”
“Same can not be a reason to reject the plaint. In
view of the fact that the reliefs sought in the plaint are
not those reliefs which are impermissible in view of
provisions of the Sections 17 and 18 of the Act of
1993 as well as Section 34 of the Act of 2002, the
cognizance of the suit is not barred before the civil
court.”
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N/m No. 2247/19 in Suit No. 2078/19. 7 Order.
13. In view of aforesaid finding of the Hon'ble High Court of
Bombay in Gupta Coal Case (supra), it is crystal clear that present suit
is tenable before the civil court.
14. The material question is whether essential conditions as per
master circular are followed by the defendant bank before the plaintiff
account is red flagged and declared as fraud. It is necessary to peruse
some basic conditions as mentioned in the master circular issued by the
RBI dated 01.07.2016. Para no. 3.2 from said circular is reproduced as
follows.:
“3.2 Reporting of frauds to Reserve Bank of India.
3.2.1. Banks need to furnish Fraud Monitoring Return
(FMR) in individual fraud cases, irrespective of the amount
involved, to RBI electronically using FMR Application in
XBRL System supplied to them within three weeks from the
date of detection.
3.2.2. A monthly certificate, as per AnnexI, (mentioning
that soft copy of all the FMRs have been submitted to RBI)
is to be submitted by the bank to CFMC, Bengaluru with a
copy to the respective SSM of the bank, within seven days
from the end of the month.”
15. The para no. 3.2.6 speaks about time limit for flash report.
It runs as follows.:
“3.2.6. In addition to the FMR, banks are required to
furnish a Flash Report (FR) for fraud involving amounts of
Rs.50 million and above within a week of such frauds
coming to the notice of the bank's head office. The FR is to
be furnished in the form of a DO letter addressed to the
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N/m No. 2247/19 in Suit No. 2078/19. 8 Order.
PCGM/ CGMinCharge, DBS, RBI, Central Office, Mumbai
with a copy to CFMC, Bengaluru. The FR, inter alia, should
include amount involved, nature of fraud, modus operandi
in brief, name of the branch/ office, names of parties
involved, their constitution, names of proprietors/ partners
and directors, names of officials involved and lodging of
complaint with police/CBI.”
16. According to para no. 3.3, in respect of delay in reporting
frauds and to fix responsibility of staff. It runs as follows.:
3.3.1. Bank should ensure that the reporting system is
suitable streamlined so that delays in reporting of frauds,
submission of delay and incomplete fraud reports are
avoided. Banks must fix staff accountability in respect of
delays in reporting fraud cases to RBI.
“3.3.2. Delay in reporting of frauds and the consequent
delay in alerting other banks about the modus operandi
and dissemination of information through Caution Advice/
CFR against unscrupulous borrowers could result in similar
frauds being perpetrated elsewhere. Bank should
therefore, strictly adhere to the time frame fixed in this
circular for reporting of fraud cases to RBI failing which
they would be liable for penal action prescribed under
Section 47(A) of the Banking Regulation Act, 1949.”
17. It is material to note that the delay as expected in para no.
3.3 of master circular is not explained by the defendant bank nor
responsibility of staff is fixed for avoiding to report the fraud to RBI, if
any.
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N/m No. 2247/19 in Suit No. 2078/19. 9 Order.
18. Para no. 4.4 of master circular speaks about special
committee of the board, which includes MD and C.E.O. of the company.
Defendant is failed to clarify in respect of such committee formed by
defendant.
19. Para no. 8.3 of master circular is in a respect of EWS and
RFA (early warning signals and red flagged accounts). It expects detail
investigation into RFA. The modalities for monitory and detailed study
of annual report as whole is expected by FMG (fraud monitoring
group). The report require to submit to the special committee of the
board. Para no. 8.7 and 8.8 are in respect of prompt reporting. The
material part is reproduced as follows.
“Delay, for the purpose of this circular, would mean that the
fraud was not flashed to CFMC, RBI or reported on the CRILC
platform, RBI within a period of one week from its (i)
classification as a fraud through the RFA route which has a
maximum time line of six months or (ii) detection/ declaration as
a fraud ab initio by the bank as hitherto.
8.8 Bank as a sole lender.
8.8.1. In cases where the bank is the sole lender, the FMG will
take a call on whether an account in which EWS are observed
should be classified as RFA or not. This exercise should be
completed as soon as possible and in any case within a month of
the EWS being noticed. In case the account is classified as RFA,
the FMG will stipulate the nature and level of further
investigations or remedial measures necessary to protect the
bank's interest within a stipulated time which can not exceed six
months.”
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N/m No. 2247/19 in Suit No. 2078/19. 10 Order.
20. It is surprising to note that defendant bank is silent in
respect of prompt reporting and stipulated time, as mentioned above. It
is incumbent on the part of bank to use external auditors, including
forensic experts and internal team to investigate before taking a final
view on the RFA. (Red flagged accounts.)
21. It is to note that plaintiff has issued various notices.
However, no reply was given by the defendant. However, in view of
petition preferred by the defendant bank, Hon'ble NCLT, Mumbai has
appointed Insolvency Resolution Professional to Mr. Kishan Somani on
11/12/2018. During January to August, 2018, various meetings of
Committee of Creditors were conducted, but nothing adverse came to
be recorded against the plaintiff borrower.
22. In Para no.11.9.3 of the Master Circular, it is observed that
individual banks must conduct their own due diligence before taking
any credit exposure and also independently monitor the end use of
funds rather than depend fully on the consortium leader.
23. In Para 11.9.4 of the Master Circular, it is expected that
within 15 days from the Red Flagged Account, the lender bank should
convene the meeting of JLF. The material part from Para 11.9.4 is
reproduced as follows :
“11.9.4. Thereafter, within 15 days, the bank which has
red flagged the account or detected the fraud would ask
the consortium leader or the largest lender under MBA to
convene a meeting of the JLF to discuss the issue. The
meeting of the JLF so requisitioned must be convened
within 15 days of such a request being received. In case
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N/m No. 2247/19 in Suit No. 2078/19. 11 Order.
there is a broad agreement, the account would be classified
as a fraud; else based on the majority rule of agreement
amongst banks with at least 60% share in the total lending,
the account would be red flagged by all the banks and
subjected to a forensic audit commissioned or initiated by
the consortium leader or the largest lender under MBA.
All banks, as part of the consortium or multiple banking
arrangements, would share the costs and provide the
necessary support for such an investigation.”
24. In Para 11.9.5 of the Master Circular, it is expected that
forensic audit must be completed within maximum period of three
months. In Para 11.9.6 of the Master Circular, it is incumbent to
complete entire exercise in six months.
25. The consequences of a willful default is spelt out in
paragraph 2.5 of the master circular. The consequences are of a serious
nature and character. The consequences are that
“(i) No additional facilities can be granted by any bank or
financial institution to an entity which is listed as a willful
defaulter;
(ii) Enterprenuers and promoters of companies where there has
been a siphoning off or diversion of funds or a
misrepresentation, falsification of accounts or fraudulent
transactions are debarred from institutional finance for a
period of five years;
(iii) Legal proceedings against borrowers and guarantors and
for foreclosure and recovery of dues are instituted. Lenders
may initiate criminal proceedings against willful defaulters
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N/m No. 2247/19 in Suit No. 2078/19. 12 Order.
wherever necessary; and
(iv) Banks and financial institutions may adopt a proactive
approach for a change of management of a willfully
defaulting borrower unit.”
26. As observed in Finolex Industries (infra), these are serious
consequences which ensue on the declaration of an entity as a willful
defaulter and only go to emphasise the importance of complying with
the principles of natural justice before a decision is finally arrived at. A
determination in regard to an entity being a willful defaulter can only
be made after compliance with the procedure which has been
established in paragraph 3 of the master circular. Absent compliance
with the procedural norms, and upon a breach of the principles of
natural justice, the decision would stand vitiated.
27. As observed in Finolex Industries V/s. R.B.I. (W.P.No.
345/2011 dated 24/08/2011) the master circular contemplates a two
stage enquiry i.e.
“The first stage contemplates that a decision to
classify a borrower as a willful defaulter is
entrusted to a committee of “Higher
Functionaries” headed by the Executive Director
and consists of two General Managers / DGMS as
may be decided by the Board of the bank or
financial institution. The object of entrusting the
decision to a committee of higher functionaries is
with a view to imparting objectivity in identifying
cases of willful default. The circular requires that
a decision taken on classification of willful
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N/m No. 2247/19 in Suit No. 2078/19. 13 Order.
defaulters should “be well documented and
supported by requisite evidence”. The decision
has to “clearly spell out the reasons for which the
borrower has been declared as a willful defaulter
visavis RBI guidelines”. At the first stage, when
proceedings take place before a committee of
higher functionaries (the Willful Defaulters'
Committee or WDC), no hearing has been
contemplated. The circular, however, postulates
that thereafter the borrower should be suitably
advised about the proposal to classify him as a
willful defaulter along with reasons in support
thereof. A reasonable period of time of about
fifteen days is to be provided for making a
representation against such a decision to a
Grievance Redressal Committee headed by the
Chairman and Managing Director and consisting
of two senior officials. That is the second stage
where the borrower submits a representation and
is heard. The Grievance Redressal Committee
has to give a hearing to the borrower if he
represents that he has been wrongly classified as
a willful defaulter. A final declaration as a willful
defaulter can be made after a view is taken by the
committee on the representation.”
28. It is held in Finolex Industries Limited (supra) that :
“It was incumbent on the part of the Grievance
Redressal Committee to forward all the required
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N/m No. 2247/19 in Suit No. 2078/19. 14 Order.
documents to facilitate compliance with the
principles of natural justice. In that case, it was
held that nonfurnishing of the documents
amounted to a violation of the principles of
natural justice.”
29. In Moserbaer India Ltd. V/s. State Bank of Bikaner &
Jaipur & Anr. (Civil W.P.No. 7488/2016 dated 07/09/2016) the
High Court of Rajasthan expects some conditions to be fulfilled before
declaring any account as 'willful defaulter'. It is observed that :
“An opportunity of hearing ought to be effective
hearing. Fair play demand that the documents/
evidence on which Identification Committee
relied before issuing a show cause notice, must
be shared or shown to the petitioner/borrower
company so that they can put forward their
defence and explain purport of the documents.”
30. In M/s. Oswal Apparels Private Limited V/s. SBI, the
Hon'ble Punjab & Haryana High Court in Civil W.P.No. 3307/2016
dated 14/02/2017 observed that :
“It is also settled principle of law that the
documents that are relied upon by any authority
in arriving at a conclusion must be made
available to the affected party to conform to the
principles of natural justice. That apart, the
petitioners ought to have been afforded adequate
opportunity to present their case in its correct
perspective.”
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N/m No. 2247/19 in Suit No. 2078/19. 15 Order.
31. As observed above, the scope of final measures in master
circular for fraudulent borrower is very wide. It is not limited for
recovery of loan. Plaintiff has defaulted in payment of loan due to
recession in market.
32. Ld. Advocate for plaintiff submits that merely default in
repayment cannot be the ground to lodge criminal complaint against
the debtor. As observed in Satishchandra Shah V/s. State of Gujarat
And Another (Criminal Appeal No. 9/2019 dated 03/01/2019) the
Hon'ble Apex Court observed as follows :
“The law clearly recognizes a difference between
simple payment/investment of money and
entrustment of money or property. A mere breach
of a promise, agreement or contract does not, ipso
facto, constitute the offence of the criminal breach
of trust contained in Section 405 IPC without there
being a clear case of entrustment.”
33. In Hridaya Verma V/s. State of Bihar (2000) 4 SCC 168
it is observed that,
“In the case before us, admittedly the appellant was
trapped in economic crisis and therefore, he had
approached the respondent no. 2 to ameliorate the
situation of crisis. Further, in order to recover the
aforesaid amount, the respondent no.2 had
instituted a summary civil suit seeking recovery of
the loan amount which is still pending adjudication.
The mere inability of the appellant to return the
loan amount cannot give rise to a criminal
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N/m No. 2247/19 in Suit No. 2078/19. 16 Order.
prosecution for cheating unless fraudulent or
dishonest intention is shown right at the beginning
of the transaction, as it is this mens rea which is the
crux of the offence.”
34. As observed in aforesaid two rulings, the legislature
intended to criminalize only those breaches which are accompanied by
fraudulent, dishonest or deceptive inducements, which resulted in
involuntary and inefficient transfers, under Section 415 of IPC.
35. Plaintiff is a promoter and director of the TPTPL Company.
The copy of forensic report is not produced before the Court. There is
no evidence submitted by the defendant in respect of necessary
compliance as per master circular. Defendant bank has not availed copy
of forensic report conducted by the Punjab National Bank nor its
summary is produced before the Court. There is no individual or
separate forensic report prepared by the defendant bank.
36. The aforesaid discussion can be summarized in following
points :
A) The principles of natural justice are not followed by the
bank before declaring the account as 'willful defaulter' or
'fraud'.
B) Various notices are issued under the SARFAESI Act and
properties of plaintiff company came to be attached by the
bank.
C) Various notices of plaintiff to seek for information and
documents are remain unreplied on the part of defendant.
D) In reply filed by defendant no.1 no instances are given in
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N/m No. 2247/19 in Suit No. 2078/19. 17 Order.
respect of siphoning of funds.
E) The prescribed schedule as stipulated in master circular
about time limit, responsibilities of staff etc. is not followed
by the bank.
F) No instance of fraud is given by defendant.
G) No written statement in detail is filed by defendant.
37. As discussed above, there is a strong prima facie case in
favour of plaintiff. There is no forensic audit / report done by the
defendant nor the details of siphoning of the funds are illustrated by the
defendant bank. Plaintiff does not have any grudge if the proceeding
under SARFAESI Act would be continued. It appear that defendant
bank has initiated the action for recovery of loan under the garb of
master circular of RBI dated 01/07/2016.
38. The property of plaintiff company is attached under
SARFAESI Act. Plaintiff don't have any objection to continue with sale
of said property. Admittedly, upon mortgage of various properties of
company, loan came to be sanctioned by defendant bank. Plaintiff is
ready to face consequences of DRT and recovery proceeding.
39. On perusal of order of NCLT, Mumbai in Petition No.
1239/2018 dated 11/12/2018 Mr. Kishan Somani is appointed as IRP.
However, in said petition there is no whisper of defendant bank against
the plaintiff in respect of siphoning of the funds. There is no single
incidence narrated by the defendant in respect of siphoning of the funds
by the plaintiff. On the contrary, plaintiff has consented for
appointment of IRP before the NCLT, Mumbai.
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N/m No. 2247/19 in Suit No. 2078/19. 18 Order.
40. Considering wide scope of master circular, the balance of
convenience lies in favour of plaintiff. Obviously, irreparable loss will
be caused to plaintiff, if the court refuse to grant injunction as prayed.
Hence, the order :
ORDER
1. The Notice of Motion no. 2247 of 2019 is allowed, as
per prayer clause “a” and “b”.
2. Defendant bank, personally or through representative
are restrained from taking coercive action against
plaintiff on account of red flag or fraud account,
based on master circular. Defendant or their
representative are restrained from branding the
plaintiff as willfull defaulter and publishing the name
of plaintiff as defaulter, till further order.
3. Defendant may submit written statement in detail to
expedite hearing.
4. It is made clear that defendant bank may continue
with proceeding under SARFAESI Act, recovery
proceeding, attachment and sale of attached property
to recover the defaulted loan against plaintiff.
5. Notice of Motion no. 2247 of 2019 is disposed of
accordingly.
(G.G.BHANSALI)
Judge,
Date : 10/10/2019. City Civil & Sessions Court, Mumbai.
1. Dictated on : 10/10/2019.
2. Transcribed on : 15/10/2019.
3. Signed on : 15/10/2019.
4. Delivered to Certified :
Copy Section on
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N/m No. 2247/19 in Suit No. 2078/19. 19 Order.
“CERTIFIED TO BE TRUE AND CORRECT COPY OF THE ORIGINAL
SIGNED JUDGMENT/ORDER”
UPLOAD DATE AND TIME NAME OF STENOGRAPHER
16/10/2019. 11.09 a.m. Miss M.A.Kulkarni
Name of the Judge (with Court Room no.) HHJ Shri G.G.Bhansali.
(Court Room No.31).
Date of Pronouncement of Judgment/Order 10/10/2019.
Judgment/Order signed by P.O. on 15/10/2019.
Judgment/Order uploaded on 16/10/2019.
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