J.C Flowers Asset Reconstruction Private Limited (Ambit Flowers Asset Reconstruction Private Limited) vs MS LAST MILE ONLINE LTD AND ORS on 23 June 2026

**FINAL ORDER**

1. This original application has been filed by the Applicant / Yes Bank Ltd. on 16.02.2022, through Sh. Ayush Agarwal, Vice President, being the authorized officer of the Applicant Bank, under Section 19 of the Recovery of Debts Due to Banks and Financial Institution Act, 1993 against the Defendants No. 1 & 2 for recovery of a sum of Rs. 524,38,12,290.96 (Rupees Five Hundred Twenty Four Crore Thirty Eight Lakh Twelve Thousand Two Hundred Ninety and Paise Ninety Six only) due as on 23.01.2022 along with pendentelite and future interest thereof to be charged till the actual realization of the dues in full and final payment of the amount claimed, along with all costs, charges & other relief(s).

It is pertinent to note here that in Para 6(iv) of this OA, Applicant Bank has also prayed to enforce the security created pursuant to the Deed of Pledge dated 31.01.2018 and cause all part of the security asset so created by the Deed of Pledge to be transferred into the name of the Applicant Bank.

1.2 It is pertinent to note here that this OA bearing no. 135/2022 was originally filed before Ld. DRT-II, Delhi, however, in pursuance to Gazette Notification No. 4718 (E) dated 04.10.2022 issued by Government of India, Department of Financial Services, Ministry of Finance, this case file was transferred by Ld. DRT-II, Delhi to this Tribunal in October 2022 and was numbered at TA-122/2022.

2. The brief facts of the case are that the Applicant Bank is a body corporate constituted under the Companies Act, 1956 and a Banking Company within the meaning of Section 5(c) of the Banking Regulation Act, 1949 being a Scheduled Commercial Bank. The Applicant Bank herein, is a private bank incorporated under the laws of India in the year 2004, which primarily operates as a corporate bank, with retail banking and also asset management as subsidiary functions. It is also stated that Sh. Ayush Agrawal has been authorized to initiate the present proceedings vide Power of Attorney dated 03.12.2020 which has been executed in furtherance of Board Resolution dated 26.03.2020. Thus, Sh. Ayush Agrawal is competent to sign and verify all types of applications, plaints, written statements, petitions, vakalatnama, affidavits, execution and various other applications and to do all acts necessary for proper conduct of legal proceedings filed on behalf of the Applicant Bank in terms of the aforesaid Board Resolution and Power of Attorney.

2.1 It is stated in the OA that the Defendant no. 1 is a Company incorporated and registered under the Companies Act, 1956.

It is further stated that the Defendant no. 2 is a company incorporated and registered under the Companies Act, 1956 and it stood as the Corporate Guarantor unequivocally guaranteeing due and prompt repayment of the amounts due and payable by the Defendant no. 1 under the credit facilities extended by the Applicant Bank.

Further, the Defendant no. 3 is a company incorporated and registered under the Companies Act, 1956 which is a pledger of shares of Defendant no. 1 vide Deed of Pledge dated 31.01.2018 and also provided a non-disposal undertaking dated 31.01.2018 as a security against the loan sanctioned by the Applicant Bank to Defendant no. 1.

The Defendant no. 4 is a company incorporated within the meaning of the Companies Act, 1956 which is the Security Trustee for the secured parties on the terms and conditions contained in the Security Trustee Agreement dated 31.01.2018 and the other Financing Documents.

**Description of credit facilities granted to Defendant no. 1 by the Applicant Bank**

2.2 It is stated in the OA that the Defendant no. 1 approached the Applicant Bank for sanction of credit facilities towards capex incurred for establishing the necessary deep fibre infrastructure to connect customers and creation of city-wide wireless wi-fi coverage through multiple access points, to build broadband infrastructure along with allied electronics. Consequently, the Applicant Bank gave to the Defendant no. 1 a rupee term loan of Rs. 400,00,00,000/- (Four Hundred Crore only) by Facility Letter dated 08.12.2017 which was executed between the Applicant Bank and Defendant no. 1. In this regard following securities were proposed to be created:-

- (i) exclusive charge over all current movable and immovable fixed assets of Defendant no. 1 including assets created from YBL Facility (inclusive of mobilization / EPC advance) to provide minimum 1.0x cover to YBL Facility;

- (ii) Pledge of 30% shares of Defendant no. 1 and non-disposal undertaking (NDU) over balance 70% shareholding by Essel Group;

- (iii) Corporate Guarantee from Pan India Network Infravest Limited.

It is stated in the OA that a Loan Agreement dated 31.01.2018 was executed between the Applicant Bank and the Defendant no. 1. As per the said Loan Agreement, the loan amount of Rs. 400.0 Crore was disbursed by the Applicant Bank to the Defendant no. 1 by 05.05.2018 [details given in Para 5(5.7) of the OA].

It is further stated that the Defendant no. 1 furnished the Board Resolution dated 11.12.2017 passed by its Board of Directors in respect of the credit facilities granted to Defendant no. 1.

Moreover, a Demand Promissory Note along with the Letter of Continuing for Demand Promissory Note dated 31.01.2018 for a sum of Rs. 400.0 Crore was signed by the Defendant no. 1 [details given in Para 5(5.9) of the OA].

2.2 It is stated in the OA that the aforesaid facility dated 08.12.2017 was subsequently amended – firstly on 18.12.2017 vide Facility Letter and certain additional securities were created. However, the said additional securities were subsequently released.

2.3 Thereafter, the facility was again amended by Facility Letter dated 04.10.2018. Further, by the Facility Letter dated 28.11.2018, the facility was amended and condition with respect to MCLR pricing was revised.

2.4 Finally, the facility was last amended on 10.05.2019 by the Facility Letter. By the said amendment, a new security by way of charge on investment of certain Essel Group companies were created, which were also subsequently released.

2.5 In consideration to the grant of the aforesaid credit facility granted to the Defendant no. 1 by the Applicant Bank various security documents were executed between the parties to secure the debt and ensure the repayment. The details of these securities, existing as on date, created in favour of the Applicant Bank are provided below:-

- (i) **Exclusive charge over all current, movable and immovable fixed assets of Defendant n. 1 including assets created from YBL Facility (inclusive of mobilization / EPC advance) to provide minimum 1.0x cover to YBL facility as per Deed of Hypothecation dated 31.01.2018.**

A Deed of Hypothecation dated 31.01.2018 was executed between the Defendant no. 1 as the Hypothecator and the Defendant no. 4 as the Hypothecatee for the benefit of the Applicant Bank [details given in Para 5(5.13)(I) of the OA].

(ii) **Pledge of 30% shares of Defendant no. 1 held by Defendant no. 3 and Non-Disposal Undertaking over balance 70% shareholding by Essel Group.**

A Deed of Pledge dated 31.01.2018 was executed between the Defendant no. 3 in favour of Defendant no. 4 for the benefit of the Applicant Bank to pledge 30% shares of Defendant no. 1 in favour of the Applicant Bank.

Likewise, a Non-Disposal Undertaking dated 31.01.2018 for the remaining 70% of the shares held by Defendant no. 3 in the share capital of Defendant no. 3 was also executed by Defendant no. 3 in favor of Defendant no. 4 for the benefit of the Applicant Bank.

[details given in Para 5(5.13)(II) of the OA].

(iii) **Corporate Guarantee from Pan India Network Finvest Limited**

A Deed of Corporate Guarantee dated 01.02.2018 was executed by Pan India Network Finvest Limited (Defendant no. 2 / Guarantor) in favour of Catalyst Trusteeship Limited (Security Trusee) for the benefit of the Applicant Bank [details given in Para 5(5.13)(III) of the OA].

**(iv) Pledge over shares of Dish TV India Ltd. in favour of the Applicant Bank.**

World Crest Advisors LLP pledged the shares of Dish TV India Ltd. owned by it in favour of Defendant no. 2 for the facilities granted by the Applicant Bank to Defendant no. 1 and also for the credit facilities availed by 8 other Group Companies of Essel Group from the Applicant.

It is pertinent to mention here that the pledge over these shares of Dish TV India Limited has been invoked by the Applicant Bank, however, as on date, the shares are in Applicant Bank's Depository Participant (DP) Account and the credit for the same is yet to be realized by the Applicant Bank.

2.6 It is stated in the OA that the Defendant no.1 first defaulted in the repayment of the credit facilities on 31.07.2019 and the account was classified to be a non-performing asset on 30.10.2019, as per extant norms of RBI.

2.7 It is also stated in the OA that on 24.10.2019, the Applicant Bank had issued a letter to the Defendant no. 1 citing an extract of the Notes to Accounts of the Q2 results of Zee Entertainment Enterprises Limited (ZEEL) which were announced as on 18.10.2019. On the basis thereof, the Applicant Bank claimed that the Defendant no. 1 and certain other Essel Group companies had reimbursed ZEEL in the aggregate sum of Rs. 200.0 Crore and such reimbursement followed the liquidation and adjustment by the Applicant Bank of the fixed deposit of Rs. 200.0 Crore, as furnished by ZEEL. Interestingly, ZEEL is the flagship company of the Essel Group. The very fact that the Defendant no. 1 and other Essel Group companies had sufficient cash flows / funds at their disposal to immediately reimburse ZEEL upon such adjustment of the fixed deposit show that the Defendant no. 1 had the money to make repayment of the credit facilities as availed from the Applicant Bank. Such conduct on the part of the Defendant no. 1 and other Essel Group companies amounted to 'diversion of funds' within the meaning of RBI Master Circular on Wilful Defaulters dated 01.07.2015 ("Wilful Defaulters Circular"). The same was communicated to Defendant no. 1 by letter dated 24.10.2019 issued by the Applicant Bank.

2.8 It is further stated in the OA that as the Defendant no. 1 did not honour the terms and conditions of the Facility Agreements despite repeated reminders from the Applicant Bank, hence, on 09.07.2020, the Applicant Bank was constrained to send a Notice for Recall of Credit Facilities to the Defendant no. 1 whereby Applicant Bank recalled and demanded the Defendant no. 1 to pay to the Applicant Bank a sum of Rs. 441,24,53,158.05 which is the total amount due as on 30.06.2020 together with interest, compound interest, liquidated damages and other charges thereon, within a period of 7-days from the receipt of the notice. But the Defendant no. 1 has not replied to the said notice of recall of credit facilities till date.

2.9 It is stated in the OA that on 22.07.2020, it was mutually agreed between the Applicant Bank and ZEEL that the fixed deposit of ZEEL totaling to Rs. 2 billion (Rs. 200.0 Crore) adjusted towards the overdue amount of the related parties of ZEEL (including Defendant no. 1) shall be treated as having been adjusted towards the overdue amount 

of the Defendant no. 1 and other Essel Group companies. As a result, an amount of Rs. 19.2 Crore was adjusted against the outstanding of Defendant no. 1 from the fixed deposit.

Later on, it came to the notice of the Applicant Bank that the Defendant no. 1 has diverted the borrowed funds to its various subsidiaries / related parties and other non-related parties. As the same was done without the consent of the Applicant Bank, the act on the part of the Defendant no. 1 to divert the borrowed loans to other entities amounted to diversion of funds under the Wilful Defaulters Circular. In view thereof, on 29.07.2020 the Applicant Bank issued a Show Cause Notice with Ref. No. YBL/ARM/20-21/441 to the Defendant no. 1 and its directors calling upon them to make the representation in writing as to why they should not be declared as "Wilful Defaulters" as per the Reserve Bank of India (RBI) Master Circular on Wilful Defaulters dated 01.07.2015 (as updated and amended from time to time).

However, instead of servicing its loan liability, the Defendant no. 1 responded to the Show Cause Notice on 23.08.2020 and made all sorts of unfounded and baseless allegations against the Applicant Bank.

Thereafter, the Applicant Bank has, on 04.12.2020 vide Ref. No. YBL/ARM/20-21/673, invoked the Deed of Guarantee dated 01.02.2018 executed by Defendant no. 2 in favour of the Applicant Bank. The Defendant no. 2 was Asked to make the prompt payment of Rs. 460,45,51,404.45 due as on 17.11.2020 within 7-days from the receipt of the invocation notice. Further, the Defendant no. 2 was also called upon to disclose on oath their assets and investments, as well as the encumbrances thereon, along with the details of the divestments made by it since execution of the guarantee in favour of the Applicant Bank. It is pertinent to note that till date the Defendant no. 2 has also not fulfilled its liability as per the Deed of Guarantee and hence, is jointly and severally liable along with Defendant no. 1 to pay the outstanding dues of the Applicant Bank as on date.

2.10 Since, Defendants no. 1 & 2 failed to maintain financial discipline, thus, the Applicant Bank has been compelled to file this Application before this Tribunal. It is stated in the OA that the total amount outstanding as on 23.01.2022 is Rs. 524,38,12,290.96.

3. Notices of this O.A. were issued to the Defendants, and Defendants no. 1 to 3 appeared through their respective counsels and filed a separate WS on behalf of Defendant no. 1 and a common WS on behalf of Defendants no. 2 & 3

3.1 So far as, Defendant no. 4 is concerned, it neither appeared nor filed any WS before this Tribunal.

It is matter of record that the Defendant no. 4 is the Proforma Defendant against whom no relief has been claimed by Applicant Bank.

5. In the WS of Defendant no. 1, it is stated that the Defendant no. 1 is a Public Limited Company duly incorporated on 25.10.2015 and is duly registered with Registrar of Companies, Mumbai. It is also stated that the present WS has been signed and verified by Sh. Nilesb Singh who is duly authorized by the Board of Directors of Defendant no. 1.

It is stated in the WS that the answering Defendant no. 1 is alleged to be the borrower for the credit facilities allegedly sanctioned and granted by Applicant Bank to the Defendant no. 1.

It is further stated that the answering Defendant never submitted any request letter for sanction of alleged credit facilities. Rather, the Applicant Bank advised on the transactions structure and proposed end uses as explained in Para 8 to 17 (at Page 3 to 8) of the WS.

In its WS, the Defendant no. 1 has raised following main objections :-

- (i) Defendant no. 1 has raised an objection that no valid board resolution alleged executed by the answering Defendant no. 1 resolving to execute alleged loan and security documents in favour of Applicant Bank has neither been pleaded nor filed by the Applicant Bank. Thus, the alleged loan and security document are not at all binding upon the answering Defendant. Hence, the present OA is liable to be dismissed with heavy and exemplary costs.

- (ii) Defendant no. 1 has also raised an objection that all the security documents are alleged to have been executed on insufficient stamp papers rendering them to be liable for immediate impounding by this Hon'ble Tribunal.

- (iii) Next objection raised by the Defendant no. 1 is that the claim(s) of the Applicant Bank is / are hopelessly barred by limitation under Section 24 of RDB Act 1993.

- (iv) Defendant no. 1 has also taken a plea that Defendant no. 1 never submitted any request letters for sanction of the loan facilities.

- (v) Defendant no. 1 has also taken a plea that the alleged documents filed and heavily relied upon by the Applicant Bank are not binding upon the answering defendant as the said documents contains blanks at various places and handwritten additions which were subsequently added by the bank to suit its own convenience. As such, the answering Defendant stands absolved from the alleged liability. Thus, no case can be said to be made out against the answering Defendant.

- (vi) Defendant no. 1 has also taken a plea that the Applicant has failed to make out any actionable cause for impleading the answering defendant in the present proceedings herein, hence, this OA is liable to be dismissed qua the answering defendant with heavy costs;

- (vii) Defendant no. 1 has raised an objection that the present OA has not been valued properly for the purposes of court-fee/ Application fees on the OA.

- (viii) Defendant no. 1 has also taken a plea that the Applicant had also filed Section 7 petition under the Insolvency and Bankruptcy Code 2016 being CP 709 of 2022 (Yes Bank Vs. Last Mile Online Limited) before Mumbai National Company Law Tribunal for initiating CIRP process against Defendant no. 1 and same is pending for adjudication.

- (ix) Defendant no. 1 has raised an objection that the Applicant Bank has wrongly invoked the jurisdiction of this Hon'ble Tribunal as a perusal of alleged loan and security documents relied upon by the Applicant Bank itself are stated to have been executed outside the territorial jurisdiction of this Hon'ble Tribunal. Hence, the present OA deserves to be dismissed with heavy costs.

- (x) Next objection raised by Defendant no. 1 is that the instant OA is not maintainable as the same has not been signed, verified nor filed by a duly authorized or competent person. It is stated in the WS that no valid authority letter in favour of Sh. Ayush Aggarwal, officer of Applicant Bank, has been placed on record.

- (xi) Defendant no. 1 has also taken a plea that the present OA is liable to be dismissed for Non-Joinder of the necessary and proper party as World Crest Advisors LLP which is alleged to have pledged the shares of Dish TV India Limited owned by it in favour of Defendant no. 2 for the facilities granted by the Applicant Bank to the Defendant no. 1 has not been impleaded as Party Defendant in the present OA.

- (xii) Next objection raised by Defendant no. 1 is that the Applicant Bank has wrongly classified the account as NPA on 30.10.2019. It is stated in the WS that the Applicant Bank has failed to furnish any certain or valid reason for classifying the account as NPA.

- (xiii) Defendant no. 1 has also taken a plea that the alleged recall notice dated 07.07.2020 was never served upon the answering Defendant no. 1 by the Applicant Bank. It is stated that neither any proof of service nor any proof of acknowledgment of alleged recall notice dated 09.07.2020 has been placed on record by the Applicant Bank.

- (xiv) Defendant no. 1 has also taken a plea that the Applicant Bank has not produced the true, correct and complete statement of accounts. It is also stated in the WS that the Applicant Bank has never informed the answering Defendant about the variations in rates and rests of interest alleged charged by them and the variations were made in the same without informing the answering Defendant. It is stated in the WS that the Bank has not filed the re-casted statement of accounts in terms of judgments passed by Hon'ble Supreme Court in the matter of *CBI Vs. Ravindra & Anr.* Further more, apart from the exorbitant rate of interest, the Applicant Bank has also debited various wrongful charges and has compounded penal interest, liquidated damages etc. in the accounts of answering Defendant.

(xv) In its WS, Defendant no. 1 has also denied the diversion of the alleged borrowed funds to its various subsidiaries / related / non-related parties and Defendant no. 1 has raised its objections vide Reply dated 24.08.2020 to the show cause notice dated 29.07.2020 (Wilful Default) which was not responded by the Applicant Bank and the answering defendant was constrained to seek its legal remedies.

In nut shell, Defendant no. 1 has denied approaching the Applicant Bank for sanction of loan; furnishing of Board Resolution; execution of security documents etc. etc.. Now it has been prayed to dismiss the present OA in favour of answering Defendant and as against the Applicant Bank and award heavy and exemplary costs in favour of the answering Defendant.

6. In the common WS filed on behalf of Defendants no. 2 & 3, it is stated that the Defendant no. 2 is a Public Limited Company duly incorporated on 28.08.2001 and is duly registered with Registrar of Companies, Mumbai. It is also stated that the present WS has been signed and verified by Sh. Pushkar Bansal who is duly authorized by the Board of Directors of Defendant no. 2.

Further, it is also stated that the Defendant no. 3 is a Public Limited Company duly incorporated on 14.08.2012 and is duly registered with Registrar of Companies, Mumbai. It is also stated that the present WS has been signed and verified by Sh. Anil Salvi who is duly authorized by the Board of Directors of Defendant no. 3.

It is stated in the WS that the answering Defendants are alleged to be the guarantors and Pledgor for the Defendant no. 1 with respect to the alleged credit facilities allegedly sanctioned and granted by Applicant Bank to the Defendant no. 1.

It is further stated that the answering Defendants never submitted their willingness or any request letter for standing as guarantor or Pledgor with respect to the sanction of alleged credit facilities. Rather, the Applicant Bank advised on the transactions structure and proposed end uses as explained in Para 9 to 17 (at Page 3 to 8) of the WS.

It is matter of record that Defendants no. 2 & 3 have raised similar objection in their WS as taken by Defendant no. 1 in its WS, however, some more objections have been raised by Defendants no. 2 & 3 which are as follows:-

- (i) Defendants no. 2 & 3 have taken a plea that in the OA, it is alleged by the Applicant that answering Defendant no. 3 has created pledge over their shares in favour of Applicant for allegedly securing the credit facilities granted to the Defendant no. 1. It is stated that assuming without admitting that the averment of Applicant is correct to the extent that answering Defendant no. 3 has created pledge over their shares in favour of Applicant but there is no averment of the Applicant in the entire OA that answering Defendant no. 3 has executed any "Corporate Guarantee" for the entire alleged outstanding. It is stated that contrary to the pleadings made in the OA, the Applicant in Para 6(which is a prayer clause) has prayed for a "JOINT AND SEVERAL" Decree for the entire amount qua the answering Defendants. Thus, there cannot be any joint and several liability of answering Defendant no. 3 by any stretch of imagination and hence, this OA deserves to be dismissed on this ground alone.

- (ii) Defendant no. 2 has raised an objection that it never execute any alleged Guarantees on such alleged dates. Further more, the alleged documents purported to have been signed and executed by the answering Defendant no. 2 and relied by the Applicant are false, forged, interpolated and fabricated documents and hence cannot be permitted to be relied upon for any purpose whatsoever and least of all for the purposes of fastening any alleged claims or liabilities personally on the answering defendants.

In the light of above, it has been prayed to dismiss the present OA in favour of answering Defendants no. 2 & 3 and as against the Applicant Bank and award heavy and exemplary costs in favour of the answering Defendants.

7. To prove its case, the Applicant Bank leads its evidence by filling the affidavit of Sh. Ayush Agrawal, Vice President of the Applicant Bank.

7.1 It is pertinent to note here that during the pendency of this OA, the Applicant Bank i.e. Yes Bank had assigned the financial assets / loans of Defendant no. 1 to J.C. Flowers Asset Reconstruction Private Limited. Thus, the name of J.C. Flowers Asset Reconstruction Private Limited was substituted in place of Applicant Bank i.e. Yes Bank vide Order dated 12.10.2023 passed in IA No. 96/2023 by this Tribunal.

7.2 Subsequently, the officer of Applicant herein has placed reliance upon the documents filed by the Applicant which includes:-

- (i) Board Resolution dated 26.03.2020 of Applicant Bank / Yes Bank (Ex. AW-1/1);

- (ii) Power of Attorney dated 03.12.2020 executed by the Applicant Bank authorizing Mr. Ayush Agrawal, officer of Applicant (Ex. AW-1/2);

- (iii) Security Trustee Agreement dated 31.03.2018 executed between the Applicant Bank, Defendant no. 1 and Defendant no. 4 (Ex. AW-1/3);

- (iv) Facility Letter dated 08.12.2017 executed between the Applicant Bank and Defendant no. 1 (Ex. AW-1/4);

- (v) Loan Agreement dated 31.03.2018 executed by Defendant no. 1 in favour of the Applicant Bank (Ex. AW-1/5);

- (vi) Board Resolution dated 11.12.2017 passed by the Board of Directors of Defendant no. 1 (Ex. AW-1/6);

- (vii) Demand Promissory Note along with Letter of Continuity for Demand Promissory Note dated 31.01.2018 executed by Defendant no. 1 in favor of the Applicant Bank (Ex. AW-1/7);

- (viii) Facility Letter dated 18.12.2017 (for amending the Facility Letter dated 08.12.2017) (Ex. AW-1/8);

- (ix) Facility Letter dated 04.10.2018 (whereby the facility was amended) (Ex. AW-1/9);

- (x) Facility Letter dated 28.11.2018 (whereby the facility was amended) (Ex. AW-1/10);

- (xi) Facility Letter dated 10.05.2019 (whereby the Facility was amended) (Ex. AW-1/11)

- (xii) Deed of Hypothecation dated 31.01.2018 executed between the Defendant no. 1 as the Hypothecator and the Defendant no. 4 as the Hypothecatee for the benefit of the Applicant Bank (Ex. AW-1/12);

- (xiii) Deed of Pledge dated 31.01.2018 executed by Defendant no. 3 in favour of Defendant no. 4 for the benefit of the Applicant Bank (Ex. AW-1/13);

- (xiv) Non-Disposal Undertaking of Shareholders dated 31.01.2018 executed by Defendant no. 3 in favour of Defendant no. 4 for the benefit of the Applicant Bank (Ex. AW-1/14);

- (xv) Deed of Corporate Guarantee dated 01.02.2018 executed by Pan India Network Infravest Limited (Defendant no. 2 / Guarantor) with Catalyst Trusteeship Limited (Security Trustee) for the benefit of the Applicant Bank (Ex. AW-1/15);

- (xvi) Letter dated 24.10.2019 (Wilful Default Circular) issued by the Applicant Bank to the Defendant no. 1 (Ex. AW-1/16);

- (xvii) Notice of Recall of Credit Facility dated 09.07.2020 sent by the Applicant Bank to the Defendant no. 1 (Ex. AW-1/17);

- (xviii) Show Cause Notice dated 29.07.2020 issued by the Applicant Bank to the Defendant no. 1 and its directors with regard to declaring them as "Wilful Defaulters" (Ex. AW-1/18);

- (xix) Reply dated 23.08.2020 sent by Defendant no. 1 to the show cause notice of Applicant Bank (Ex. AW-1/19);

- (xx) Notice of Invocation of Corporate Guarantee dated 04.12.2020 sent by the Applicant Bank to Defendant no. 2 (Ex. AW-1/20);

- (xxi) Bank Statement as on 23.01.2022 duly certified as per the Banker's Book Evidence Act, 1891 (Ex. AW-1/21).

8. So far as, Defendant no. 1 is concerned, it filed the Evidence by way of Affidavit of Sh. Puneet Gupta, Authorized Representative of Defendant no. 1. He has relied upon the following documents :-

- (i) True copy of certificate of incorporation of Defendant no. 1 Company on 26.10.2015 and Memorandum and Articles of Association of Defendant no. 1 Company (Ex. DW1/1);

- (ii) True copy of Board Resolution passed by Defendant no. 1 in favour of Sh. Nitesh Singh who was authorized to file the WS on behalf of Defendant no. 1 (Ex. DW1/2);

- (iii) True copy of Reply filed by Defendant no. 1 before the Hon'ble NCLT, Mumbai in CP-709/2022 filed by Applicant (Ex. DW1/3);

- (iv) True copy of orders dated 28.11.2023 and 08.12.2023 passed by Hon'ble NCLT, Mumbai (Ex. DW1/4);

- (v) True copy of Board Resolution dated 10.12.2025 passed by Defendant no. 1 in favour of the Deponent / Sh. Puneet Gupta to sign and verify the Evidence by way of Affidavit.

9. So far as, Defendants no. 2 & 3 are concerned, they filed the Evidence by way of Affidavit of Sh. Pushkar Dutt Bansal, Authorized Representative of Defendants no. 2 & 3. He has relied upon the following documents :-

- (i) True copy of certificate of incorporation of Defendant no. 2 Company on 23.09.2006 and Memorandum and Articles of Association of Defendant no. 1 Company (Ex. DW2/1);

- (ii) True copy of Board Resolution passed by Defendant no. 2 in favour of deponent / Sh. Pushkar Dutt who was authorized to file the WS on behalf of Defendant no. 2 (Ex. DW2/2);

- (iii) True copy of certificate of incorporation of Defendant no. 3 Company on 14.08.2012 and Memorandum and Articles of Association of Defendant no. 1 Company (Ex. DW2/3);

- (iv) True copy of Board Resolution passed by Defendant no. 3 in favour of Sh. Anil Salvi who was authorized to file the WS on behalf of Defendant no. 3 (Ex. DW2/4);

- (v) True copy of Board Resolution passed by Defendant no. 3 in favour of deponent / Sh. Pushkar Dutt who was authorized to file the present Affidavit (Ex. DW2/5).

10. Heard Ld. counsels for the parties and perused the entire record.

10.1 Now I would like to deal with the objections raised by Defendant no. 1 in its WS in following paras:-

- (i) Defendant no. 1 has raised an objection that no valid board resolution alleged executed by the answering Defendant no. 1 resolving to execute alleged loan and security documents in favour of Applicant Bank has neither been pleaded nor filed by the Applicant Bank. Thus, the alleged loan and security document are not at all binding upon the answering Defendant. Hence, the present OA is liable to be dismissed with heavy and exemplary costs.

Record reveals that Applicant Bank has already placed on record the Board Resolution dated 11.12.2017 passed by the Board of Directors of Defendant no. 1 (Ex. AW-1/6). Thus, this plea of Defendant no. 1 does not hold any water and same stands rejected.

- (ii) Defendant no. 1 has also raised an objection that all the security documents are alleged to have been executed on insufficient stamp papers rendering them to be liable for immediate impounding by this Hon'ble Tribunal.


This Tribunal is of the view that when the Defendant no. 1 did not raise any such objection at the time of availing loan facilities, now at the time of paying their dues, they cannot take benefit by taking such pleas. Even otherwise, Defendant no. 1 has failed to particularly identify any document which is purportedly "insufficiently stamped". Moreover, Defendants have not quantified the alleged deficiency. Accordingly, this objection of Defendant no. 1 also stands rejected.

- (iii) Next objection raised by the Defendant no. 1 is that the claim(s) of the Applicant Bank is / are hopelessly barred by limitation under Section 24 of RDB Act 1993.

Record reveals that the Defendants executed various security documents from time to time and lastly they executed the documents on 31.01.2018 & 01.02.2018. It is also matter of record that since the Defendants failed to maintain financial discipline, hence, the loan account of Defendant no. 1 was declared as NPA on 30.10.2019. Moreover, Applicant Bank also issued Loan Recall Notice dated 09.07.2020 to Defendant no. 1 and other Recall Notice dated 04.12.2020 to Defendant no. 2 but both the defendants failed to make any payment, hence, this OA was on 16.02.2022, It is also evident from the record that the Defendant no. 1 also made a part payment against the subject dues on 12.03.2020.

In the light of above, it is clear that this OA has been filed well within the period of limitation. Accordingly, this plea of Defendant no. 1 stands rejected.

- (iv) Defendant no. 1 has also taken a plea that Defendant no. 1 never submitted any request letters for sanction of the loan facilities.

It is matter of record that the Applicant Bank has duly filed all the security documents executed by Defendants, including Defendant no. 1, and the Defendants have not denied their signatures on the said documents. After availing the loan facilities from the Applicant, now at the time of paying the dues of the Applicant, Defendants cannot get benefit of such vague pleas. It is also matter of record that the Defendants are time and again submitting OTS proposals with the Applicant meaning thereby they availed the facilities from the Applicant and now they want to settle the dues of the Applicant Bank. In these circumstances, this objection of Defendants is liable to be rejected and same stands rejected.

- (v) Defendant no. 1 has also taken a plea that the alleged documents filed and heavily relied upon by the Applicant Bank are not binding upon the answering defendant as the said documents contains blanks at various places and handwritten additions which were subsequently added by the bank to suit its own convenience. As such, the answering Defendant stands absolved from the alleged liability.

Thus, no case can be said to be made out against the answering Defendant.

It is matter of record that Defendant no. 1 has not filed any documentary evidence in support of their contention. Even otherwise, in the light of law laid down by the Hon'ble Delhi High Court in the matter of "Indian Bank Vs. Cheese Wafers (India) Pvt. Ltd. wherein it was held if the defendants have not filed any complaint before higher authorities of the bank or filed any complaint before police authorities.....". Thus, the plea of signing the documents under misrepresentation / blank / unfilled documents / without consent, alleged to be misused by the Applicant Banks, is not maintainable after filing of the suit. Accordingly, this objection of Defendant no. 1 is hereby rejected.

- (vi) Defendant no. 1 has also taken a plea that the Applicant has failed to make out any actionable cause for impleading the answering defendant in the present proceedings herein, hence, this OA is liable to be dismissed qua the answering defendant with heavy costs.

It is matter of record that Defendant no. 1 is the principal borrower, Defendant no. 2 is the corporate guarantor and Defendant no. 3 is the Pledgor. Applicant Bank has already proved the documents executed by these Defendants which are part of this OA. Hence, all the said Defendants have been impleaded in this OA for actionable cause. Thus, this Tribunal is of the view that such bald allegation levelled by the Defendant no. 1 does not hold any water and same stands rejected.

- (vii) Defendant no. 1 has raised an objection that the present OA has not been valued properly for the purposes of court-fee/ Application fees on the OA.

I have gone through the record of this case file. Admittedly, this OA has been filed by the Applicant Bank for recovery of more than Rs. 524.0 Crore (approx.) As per RDB Act, amount of fees payable by Applicant is calculated on the amount of debt due and when this OA is filed by the Applicant Bank, this Tribunal is of the view that appropriate court fees of Rs. 1,50,000/- (maximum) has already been paid by the Applicants. Thus, this plea of Defendant no. 1 is liable to be rejected and same stands rejected.

- (viii) Defendant no. 1 has also taken a plea that the Applicant had also filed Section 7 petition under the Insolvency and Bankruptcy Code 2016 being CP 709 of 2022 (Yes Bank Vs. Last Mile Online Limited) before Mumbai National Company Law Tribunal for initiating CIRP process against Defendant no. 1 and same is pending for adjudication.

It is matter of record that Defendant no. 1 in its Evidence has already filed a copy of Order(s) dated 28.11.2023 & 08.12.2023 (Ex. DW-1/4) passed by Ld. NCLT, Mumbai which shows that the said Petition has already been dismissed as withdrawn before Ld. NCLT, Mumbai. In these circumstances, this plea of Defendant no. 1 is not going to give any benefit to the Defendant no. 1, accordingly, same stands rejected.

- (ix) Defendant no. 1 has raised an objection that the Applicant Bank has wrongly invoked the jurisdiction of this Hon'ble Tribunal as a perusal of alleged loan and security documents relied upon by the Applicant Bank itself are stated to have been executed outside the territorial jurisdiction of this Hon'ble Tribunal. Hence, the present OA deserves to be dismissed with heavy costs.

It is matter of record that the issue of jurisdiction has already been decided by this Tribunal by passing a detailed order on 08.09.2025 wherein it held that *the Tribunal concludes that in pursuance to Section 19(1)(b) of the RDB Act, this Tribunal has territorial jurisdiction to entertain this OA.* As the said order has not been recalled / set aside by any higher authority till date, thus, it is clear that the said Order has attained finality. In these circumstances, this objection of Defendant no. 1 stands rejected.

- (x) Next objection raised by Defendant no. 1 is that the instant OA is not maintainable as the same has not been signed, verified nor filed by a duly authorized or competent person. It is stated in the WS that no valid authority letter in favour of Sh. Ayush Aggarwal, officer of Applicant Bank, has been placed on record.

It is matter of record that the Applicant herein has duly filed the Board Resolution dated 26.03.2020 of Applicant Bank (Ex. AW-1/1) as well as Power of Attorney dated 03.12.2020 (Ex. AW-1/2) in favour of its officer Mr. Ayush Agrawal which has already been proved by the Applicant in the OA. Even otherwise, no infirmity is found in the said authorization filed by the Applicant herein. Hence, this plea of Defendant no. 1 stands rejected.

(xi) Defendant no. 1 has also taken a plea that the present OA is liable to be dismissed for Non-Joinder of the necessary and proper party as World Crest Advisors LLP which is alleged to have pledged the shares of Dish TV India Limited owned by it in favour of Defendant no. 2 for the facilities granted by the Applicant Bank to the Defendant no. 1 has not been impleaded as Party Defendant in the present OA.

It is matter of record that the present proceedings are for recovery of debt against Defendant No. 1 as the principal borrower and Defendant Nos. 2 and 3 as Guarantor and Pledgor respectively under the duly executed loan and security documents which are already available on record.

It is matter of record that World Crest Advisors LLP had pledged certain shares of Dish TV India Limited owned by it in favour of Defendant No. 2, inter alia, as security for the facilities granted by the Applicant Bank to Defendant No. 1 as well as for credit facilities extended to other group entities. The said arrangement does not render World Crest Advisors LLP a necessary or proper party to the present proceedings for recovery of debt against the Defendants herein.

Further more, it is also disclosed in the OA that the pledge over the aforesaid shares has already been invoked by the Applicant Bank. Pursuant thereto, the shares presently stand credited to the Applicant Bank's Depository Participant (DP) Account, and the realization of value thereof is pending. Therefore, following such invocation of pledge no *lis* survives with respect to the said pledge of shares qua World Crest Advisors LLP. Hence, following such invocation of pledge of shares, World Crest Advisors LLP is neither a necessary nor a proper party as its presence is not essential for passage of an effective decree/recovery certificate in the present OA.

Even otherwise, the existence or invocation of such third-party security does not dilute or extinguish the independent and co-extensive liability of Defendant No. 1 as borrower and Defendant Nos. 2 and 3 as guarantor/Pledgor. Thus, the Applicant is entitled to proceed against the Defendants irrespective of the status of enforcement of any collateral security.

In the light of above discussion, this Tribunal is of the considered view that in the present case, 

complete and effective adjudication of the Applicant's claim can be undertaken in the absence of World Crest Advisors LLP, and no relief is sought against it in the present proceedings. Accordingly, the objection regarding non-joinder is untenable and is liable to be rejected.

- (xii) Next objection raised by Defendant no. 1 is that the Applicant Bank has wrongly classified the account as NPA on 30.10.2019. It is stated in the WS that the Applicant Bank has failed to furnish any certain or valid reason for classifying the account as NPA.

It is matter of record that the Applicant Bank had classified the account of Defendant no. 1 as NPA on 30.10.2019 as per RBI guidelines when Defendant no. 1 failed to maintain financial discipline. It is also matter of record that Defendants are still trying to settle the matter with the Applicant, hence, it is clear that such type of objection are taken by the Defendants that too without any documentary evidence for getting absolve from their liability. Hence, this objection of Defendant no. 1 is hereby rejected.

- (xiii) Defendant no. 1 has also taken a plea that the alleged recall notice dated 07.07.2020 was never served upon the answering Defendant no. 1 by the Applicant Bank. It is stated that neither any proof of service nor any proof of acknowledgment of alleged recall notice dated 09.07.2020 has been placed on record by the Applicant Bank.

Though it is matter of record that the Applicant has not filed any proof of service with regard to alleged recall notice(s) but on this ground, Defendants cannot get absolve from their liabilities once the Applicant has duly proved availment of loan facilities by the answering Defendants. With these observations, this objection of Defendant no. 1 stands rejected.

(xiv) Defendant no. 1 has also taken a plea that the Applicant Bank has not produced the true, correct and complete statement of accounts. It is also stated in the WS that the Applicant Bank has never informed the answering Defendant about the variations in rates and rests of interest alleged charged by them and the variations were made in the same without informing the answering Defendant. It is stated in the WS that the Bank has not filed the re-casted statement of accounts in terms of judgments passed by Hon'ble Supreme Court in the matter of *CBI Vs. Ravindra & Anr.* Further more, apart from the exorbitant rate of interest, the Applicant Bank has also debited various wrongful charges and has compounded penal interest, liquidated damages etc. in the accounts of answering Defendant.

It is matter of record that the Applicant herein has already filed Statement of Accounts duly certified under the Banker's Book of Evidence Act 1891. On the other hand, Defendant no. 1 has not chosen to file its own statement of accounts. This Tribunal is of the view that this objection of Defendant no. 1 is merely a bald allegation without any substantial documentary evidence, hence, same is liable to be dismissed and same stands dismissed.

(xv) In its WS, Defendant no. 1 has also denied the diversion of the alleged borrowed funds to its various subsidiaries / related / non-related parties and Defendant no. 1 has raised its objections vide Reply dated 24.08.2020 to the show cause notice dated 29.07.2020 (Wilful Default) which was not responded by the Applicant Bank and the answering defendant was constrained to seek its legal remedies.

This Tribunal is of the view that on this ground of denying the allegation of diversion of funds, Defendant no. 1 cannot get absolved from its liabilities towards the Applicant Bank. Hence, this plea of Defendant no. 1 stands rejected.

10.2 It is matter of record that the Defendants no. 2 & 3 filed common WS wherein they have taken various objections which are similar to objections raised by Defendant no. 1 in its separate WS. Since, similar objections have already been dealt in above Para no. 10.1, hence, there is no need to deal the said objections again.

However, it is also matter of record that apart from the above objections of Defendant no. 1, Defendants no.2 & 3 have raised some more objections which are being dealt with by this Tribunal in following paras:-

- (i) Defendants no. 2 & 3 have taken a plea that in the OA, it is alleged by the Applicant that answering Defendant no. 3 has created pledge over their shares in favour of Applicant for allegedly securing the credit facilities granted to the Defendant no. 1. It is stated that assuming without admitting that the averment of Applicant is correct to the extent that answering Defendant no. 3 has created pledge over their shares in favour of Applicant but there is no averment of the Applicant in the entire OA that answering Defendant no. 3 has executed any "Corporate Guarantee" for the entire alleged outstanding. It is stated that contrary to the pleadings made in the OA, the Applicant in Para 6 (which is a prayer clause) has prayed for a "JOINT AND SEVERAL" Decree for the entire amount qua the answering Defendants. Thus, there cannot be any joint and several liability of answering Defendant no. 3 by any stretch of imagination and hence, this OA deserves to be dismissed on this ground alone.

I have gone through the record of this OA. It is matter of record that Defendant no. 3 did not execute any corporate guarantee at any point of time. Rather, Defendant no. 3 has been impleaded as a Pledgor only as it executed Deed of Pledge dated 31.01.2018 (Ex. AW-1/13) and Non-Disposal Undertaking of Shareholders dated 31.01.2018 in favour of the Defendant no. 4 for the benefit of the Applicant Bank. Even in Relief para of this OA, Applicant Bank has not sought joint and several Decree qua Defendant no. 3 for the entire amount due. In fact, in Para 6(iv) of this OA, it has been prayed to *enforce the security created pursuant to the Deed of Pledge dated 31.01.2018 and cause all part of the security asset so created by the Deed of Pledge to be transferred into the name of the Applicant Bank.*

Since, it is the case of Applicant itself (as stated in the OA itself) that the Defendant no. 3 is a pledger of shares of Defendant no. 1 vide Deed of Pledge dated 31.01.2018 which also provided a non-disposal undertaking dated 31.01.2018 as a security against the loan sanctioned by the Applicant Bank to Defendant no. 1, hence, it is directed that Defendant no. 3 shall be liable for the dues of the Applicant to the extent of security created (Shares of Defendant no. 1) pursuant to the Deed of Pledge dated 31.01.2018 executed by Defendant no. 3 / Non-Disposal Undertaking dated 31.01.2018 given by Defendant no. 3.

- (ii) Defendant no. 2 has raised an objection that it never execute any alleged Guarantees on such alleged dates. Further more, the alleged documents purported to have been signed and executed by the answering Defendant no. 2 and relied by the Applicant are false, forged, interpolated and fabricated documents and hence cannot be permitted to be relied upon for any purpose whatsoever and least of all for the purposes of fastening any alleged claims or liabilities personally on the answering defendants.

It is matter of record that the Applicant herein has already filed Deed of Corporate Guarantee dated 01.02.2018 executed by Defendant no. 2 (Ex. AW-1/15) and Defendant no. 2 has not denied its signatures on the said document. So far as, plea of false, forged, interpolated and fabricated documents is concerned, in the light of judgment passed by Hon'ble High Court in the case of "Indian Bank Vs. Cheese Wafers (India) Pvt. Ltd.", this plea of Defendant no. 2 stands rejected.

10.3 So far as, Defendant no. 4 is concerned, it is a Proforma Defendant and no relief has been claimed against this Defendant by the Applicant.

10.4 On the other hand, the witness of applicant bank has fully corroborated the averments made in the OA. Even otherwise the whole case of the applicant bank is based on the documents and the witness has duly proved all these documents. The evidence filed by the applicant bank gone unrebuted and there is no question of disbelieving the evidence lead by the applicant bank and applicant has proved its case beyond reasonable doubts. Accordingly, the Applicant bank is entitled to recover the entire amount, as claimed in the OA from the Defendants along with pendentelite and future interest @10% p.a. and cost of this OA.

10.5 In this OA, Applicant has prayed to issue recovery certificate against Defendants no. 1 & 2 wherein the Defendant 1 is principal borrower and Defendant no. 2 is corporate guarantor.

So far as, Defendant no. 3 is concerned, it has been impleaded in the capacity of Pledgor and in this OA it has been prayed to *enforce the security created pursuant to the Deed of Pledge dated 31.01.2018 and cause all part of the security asset so created by the Deed of Pledge to be transferred into the name of the Applicant Bank.*

10.6 So far as, Defendant no. 4 is concerned, no relief has been claimed by Applicant ~~qua~~ this Defendant being Proforma Defendant.

10.7 Consequently, TA No. 122/2022 is liable to be allowed in favour of Applicant against Defendant No. 1 (being Principal Borrower) and Defendant no. 2 (being corporate guarantor) who are liable to pay the dues of the Applicant along with costs and pendentelite & future interest @10% p.a. from the date of filing of present OA, till the date of payment in full.

However, it is directed that the Defendant no. 3 shall be liable for the dues of the Applicant to the extent of security created (Shares of Defendant no. 1) pursuant to the Deed of Pledge dated 31.01.2018 executed by Defendant no. 3 / Non-Disposal Undertaking dated 31.01.2018 given by Defendant no. 3.

ORDER

- (i) TA No. 122/2022 stands allowed in favour of Applicant and against the Defendants no. 1 & 2 for a sum of Rs. 524,38,12,290.96 (Rupees Five Hundred Twenty Four Crore Thirty Eight Lakh Twelve Thousand Two Hundred Ninety and Paise Ninety Six only) along with pendentelite and future interest @\_\_\_% p.a. from the date of filing of this OA till realization of the entire dues of the Applicant.

Now Defendants no. 1 & 2 are directed to the aforesaid amount(s) to the Applicant, within 30 days, failing which, the aforesaid amount shall be recovered from the sale of secured assets / hypothecated assets / stocks etc. belonging to Defendants no. 1 & 2.

In case of shortfall, same shall be recovered from the movable and immovable assets of Defendants no. 1 & 2 only.

- (ii) So far as, Defendant no. 3 is concerned, it is directed that the Defendant no. 3 shall be liable for the dues of the Applicant to the extent of security created (Shares of Defendant no. 1) pursuant to the Deed of Pledge dated 31.01.2018 executed by Defendant no. 3 / Non-Disposal Undertaking dated 31.01.2018 given by Defendant no. 3.

- (iii) It is also directed that the Applicant shall adjust the amount(s), if any, received from the defendants during the pendency of this case.

- (iv) The recovery certificate be issued forthwith and be sent to the Recovery Officer-II, Debts Recovery Tribunal-III, Delhi.

- (v) Parties are directed to appear before the Recovery Officer-II, DRT-III, Delhi on 25.08.2026.

- (vi) Copies of final order as well as Recovery Certificate be sent to all concerned free of cost.

File be closed and consigned to records.

23.06.2022

(SHIV KUMAR - I) PRESIDING OFFICER, DRT-III, DELHI

(Pronounced in open court) Dated: 23.06.2026