STATE BANK OF INDIA vs JUBILANT OFFSHORE DRILLING PVT LTD AND ORS on 31 October 2026

FINAL ORDER

1. This original application has been filed by the applicant, on 01.02.2017, through Mr. Bhupesh Rawat, Chief Manager and Principal Officer being Authorized Representative of Applicant Bank, under Section 19 of the Recovery of Debts Due to Banks and Financial Institution Act, 1993 against the defendants no. 1 to 4 for recovery of a sum of Rs. 522,55,83,766.64 (Rupees Five Hundred Twenty Two Crore Fifty Five Lakh Eighty Three Thousand Seven Hundred Sixty Six and Paise Sixty Four only) together with pendentelite and future interest as applicable from 31.01.2017 onwards as regards the Corporate Loan of filing of the present OA till the date actual and final realization along with costs and charges along with other relief(s).

1.2 It is pertinent to note here that this OA bearing no. 423/2017 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-13/2022.

2. The brief facts of the case are that the Applicant Bank is a body corporate constituted under the State Bank of India Act, 1955 carrying on its business of Banking, having its Corporate Centre at Mumbai and one of its Local Head Office at Parliament Street, New Delhi and having its Corporate Accounts Group Branch at Tolstoy Marg, New Delhi. It has its branches throughout India and one of its

branches, Stressed Assets Management Branch at Connaught Place, New Delhi. It is further stated that Applicant No. 1 is a body corporate with perpetual succession and can sue and be sued in its own name. Applicant no. 2 / State Bank of Bikaner and Jaipur is having its registered office at Mumbai whereas Applicant no. 3 / State Bank of Patiala having its registered office at Janpath, New Delhi [details have been given in Para 5(5.1) of the OA].

It is also stated in the OA that Sh. Bhupesh Rawat is the Chief Manager and Principal Officer of Stressed Assets Management Branch who is fully conversant with the facts of the present case and as such is competent to sign and verify all types of documents and do all the acts necessary for proper conduct of legal proceedings filed on behalf of the Applicant No. 1 Bank in terms of the General Regulations No. 76 & 77 of State Bank of India General Regulations 1955 made by the Reserve Bank of India (RBI) in exercise of the powers conferred by Sub-Section (3) of Section 50 of the State Bank of India Act, 1955 with the previous sanctions of the Central Government read with Gazette Notifications published in the Gazette of India dated 26.09.1959, 26.08.1972 and 02.05.1987.

Further more, according to the Inter Creditor Agreement dated 28.09.1987 between the Applicants no. 1 to 3 and Defendants no. 7 to 14, it was agreed that the Applicant No. 1 / SBI would act as a Facility Agent and may exercise on its own discretion to take action in the case of default / enforcement and hence would act on behalf of other applicants no. 2 & 3 respectively.

2.1 It is further stated in the OA that the Defendant no. 1 Jubilant Offshore Drilling Pvt. Ltd. is a company registered under the Companies Act, 1956 and is engaged in the business of exploration, development and production of crude oil and natural gas and particularly has taken up development of KG Basin Block, KG-OSN-2001/3 in particular development of Deen Dayal West, DDW Extension Area and other related activities.

Defendant no. 2 Jubilant Energy (Holding) B.V. is the parent company and it is the Project Support Provider in relation to the Deendayal (West) Extension Area of the project for the benefit of Defendant no. 1, the Defendant no. 7 to 16 and the Applicant herein (jointly referred as 'Lenders').

Defendant no. 3 Jubilant Energy NV is the Sponsor of the Defendant no. 1 and has undertaken to pledge its shares with the Lenders having market value of Rs. 200.0 crore in the form and manner acceptable to the Lenders and also has undertaken to obtain all consents required for creation and perfection of mentioned pledged including approval of the RBI.

Defendant no. 4 Jubilant Oil and Gas India Ltd. is another Sponsor for the Defendant no. 1 and is the legal and beneficial owner of 5,15,426 shares which constitutes 99.998% of the Equity Shares Capital of the Defendant no. 1 and 50,07,103 Preference Shares which constitutes 23.80% of the Preference Shares of the Defendant no. 1. The Defendant no. 4 has undertaken that until the final settlement date it shall continue to hold and retain at least 51% of the shares of the Defendant no. 1.

Defendant no. 5 is a body corporate established under the Companies Act, 1956 namely Gujarat State Petroleum Corporation Ltd. The Jubilant Enpro Limited and Gujarat State Petroleum Corporation Ltd. along with Geoglobal Resources (India) INC. are in Joint Operating Agreement to explore, develop, produce, transport, refine and market the petroleum products and parties have also entered in to Production Sharing Contract with respect to the Contract Area identified as Block KG-OSN-2001/3 on 04.02.2003 with the President of India acting through the Joint Secretary, Ministry of Petroleum & Natural Gas.

Defendant no. 6 is a company incorporated under the laws of Canada. The Jubilant Enpro Limited and Gujarat State Petroleum Corporation Ltd. along with Geoglobal Resources (India) INC. are in Joint Operating Agreement to explore, develop, produce, transport, refine and market the petroleum products and parties have also entered in to Production Sharing Contract with respect to the Contract Area identified as Block KG-OSN-2001/3 on 04.02.2003 with the President of India acting through the Joint Secretary, Ministry of Petroleum & Natural Gas.

The Defendant no. 7 / Jubilant Enpro Limited is a company incorporated under the laws of India. The Jubilant Enpro Limited and Gujarat State Petroleum Corporation Ltd. along with Geoglobal Resources (India) INC. are in Joint Operating Agreement to explore, develop, produce, transport, refine and market the petroleum products and parties have also entered in to Production Sharing Contract with respect to the Contract Area identified as Block KG-OSN-2001/3 on 04.02.2003 with the President of India

acting through the Joint Secretary, Ministry of Petroleum & Natural Gas.

The Defendant no. 8 is a Bank namely HSBC, having its registered office at London, which holds the Custody Account No. 0056402EXOACC02 of Defendant no. 2 (Jubilant Energy (Holding) B.V.) and has obligation to immediately sell the Depository interest of Defendant no. 3 (shares of Defendant no. 2 having market value of Rs. 200.00 crore in which Defendant no. 3 has Depository Interests) as per the instructions from the Security Trustee i.e. Defendant no. 6 named as SBICAP Trustee Company Ltd. (also acting in the capacity of Defendant no. 2's attorney).

The Defendant no. 9 is the Trustee Company namely SBICAP Trustee Company Limited appointed / created / designated as Security Trustee for the benefit of Lenders as accepted by it. The Defendant no. 6 shall hold Security created pursuant to the Security Documents in accordance with the terms and conditions of the Financing Documents. The Defendant no. 6 is obligated to provide information to all the Lenders (Defendant No. 7 to 16 along with the Applicant Jointly termed as Lenders) regarding the Borrower (defendant no. 1 herein) or the Secured Assets (whether received from the Borrower or any other person) received by it in the capacity as the Security Trustee. Defendant no. 1 passed a Resolution dated 26.09.2012 for appointing SBICAP Trustee Company Limited as Security Trustee.

The Defendant no. 10 is a Bank namely Allahabad Bank having extended the facility of Rs. 70.0 crore to the Defendant no. 1.

The Defendant no. 11 is a Bank namely Bank of Baroda having extended the facility of Rs. 50.0 crore to the Defendant no. 1.

The Defendant no. 12 is a Bank namely Bank of India having extended the facility of Rs. 120.0 crore to the Defendant no. 1.

The Defendant no. 13 is a Bank namely Corporation Bank having extended the facility of Rs. 100.0 crore to the Defendant no. 1.

The Defendant no. 14 is a Bank namely Export Import Bank of India having extended the facility of Rs. 150.0 crore to the Defendant no. 1.

The Defendant no. 15 is a Bank namely Indian Bank having extended the facility of Rs. 200.0 crore to the Defendant no. 1.

The Defendant no. 16 is a Bank namely Punjab National Bank having extended the facility of Rs. 100.0 crore to the Defendant no. 1.

The Defendant no. 17 is a Bank namely United Bank of India having extended the facility of Rs. 100.0 crore to the Defendant no. 1.

2.2 It is stated in the OA that the Defendant no. 1 approached the Applicant No. 1 to 3 and the Defendants no. 10 to 17 (Lenders) for a Term Loan Facility of Rs. 1340.00 Crore for the purpose of meeting the capital expenditure for the enhanced scope of the appraisal and development of KG

Basin Block, KG-OSN-2001/3 particularly development of Deen Dayal West (DDW), DDW Extension Area and other related activities and for the repayment of outstanding existing Rupee Loan of Rs. 650.00 Crore. The Loan Facility was to be given to the Defendant by the Consortium of Banks i.e. Lenders herein on pro rata basis. It is pertinent to mention here that the initial loan of Rs. 650.0 crore which was existing at the time of sanction of the loan of Rs. 1340.00 crore by the Lenders herein was sanctioned by the Consortium of the Banks consisting of the Applicant Nos. 1 to 3 and Defendants no. 10 to 17.

2.3 It is stated in the OA that the Applicant No. 1 herein pursuant to the Application of the Defendant no. 1 dated 13.03.2012 and as part of the consortium granted Rs. 250.00 Crore as Rupee Term Loan to the Defendant no. 1 and also to provide cost of capital expenditure of the development of Deen Dayal West (DDW), DDW Extension Area and other related activities against the Securities as enumerated in the Sanction Letter dated 02.08.2012.

Applicant No. 2 herein pursuant to the Application of the Defendant no. 1 dated 14.03.2012 for a sanction of Rs. 100.0 Crore and the same was sanctioned on 27.09.2012.

Applicant No. 3 herein pursuant to the correspondence of Defendant no. 1 sanctioned a Rupee Term Loan of Rs. 100.00 Crore on 27.09.2012 in favour of the Defendant o. 1. The sanction of the said loan was duly accepted by the Defendant no. 1.

The Defendant no. 1 vide its letter dated 16.08.2012 accepted the terms and conditions for sanction of the

facility and the same was conveyed by counter signing the sanction letter.

2.4 It is further stated in the OA that Applicant No. 1 herein has been chosen among all the Lenders as Facility Agent. The Schedule I enclosed with the Rupee Loan Agreement enumerates the details of the Lenders and their financial Commitments [details given in Para 5(5.6) of the OA].

2.5 It is also stated in the OA that in pursuant to the sanction of the aforesaid facility by the Applicant No. 1, the Defendant no. 1 passed Resolutions dated 26.09.2012 and 27.09.2012 for approval / consent / sanction / authority, to enter into and execute various Financing Agreements and other documents for the Loan Facilities from the Applicants No. 1 to 3 as well as other Lenders in the consortium arrayed as Defendant Nos. 10 to 17. In pursuant to the said Resolutions, the Defendant executed the following Financial documents in favour of the Lenders:-

- (i) Rupee Loan Agreement / Facility Agreement(s);

- (ii) Security Trustee Agreement;

- (iii) Facility Agent Agreement;

- (iv) Trust and Retention Account Agreement;

- (v) Indenture of Mortgage;

- (vi) Sponsor Undertaking;

- (vii) Intercreditor Agreement;

- (viii) Consents to Assignments;

- (ix) Letter acknowledging the Intercreditor Agreement;

- (x) Non Disposal Undertaking;

- (xi) Share Pledge Agreement.

2.6 It is stated in the OA that the lenders herein also executed an Inter Creditor Agreement dated 28.09.2012 for co-ordinating their security interest. The Defendant no. 1 vide their letter dated 28.09.2012 confirmed, ratified and acknowledged the terms and conditions contained therein in the said Agreement and further confirmed that they have no interest, rights, claims or benefits under the said Inter-creditor Agreement.

2.7 It is also stated in the OA that the Defendant no. 1 entered into an Facility Agent Agreement dated 28.09.2012 with the Applicant No. 1 acting as Facility Agent and with other Lender Banks Applicants No. 2 & 3 along with Defendants no. 10 to 18.

2.8 It is further stated that the Loan Facility was disbursed as Drawdown Facility as per the Rupee Loan Agreement (dated 28.09.2012) was to be made available by the Lenders / Defendants no. 10 to 17 along with the Applicant No. 1 to 3 during the Availability Period, at the request of and upon fulfilment by the Borrower to the satisfaction of the Lenders (or waiver by the Lenders) of various conditions, as detailed in Para 5(5.11) of the OA.

2.9 It is stated in the OA that the Defendant no. 1 was given the facility of Drawdown in one or more tranches during the Availability Period in accordance with the Drawdown Schedule provided by the Borrower / Defendant no. 1 to the Lenders. Further, the Drawdown Schedule shall consist of consecutive Fiscal Quarters. As per Schedule 6 of the Rupee Loan Agreement, the Drawdown Schedule is as follows :-

TA-13/2022**Drawdown Schedule : Schedule 6**

<table border="1"> <thead> <tr> <th><b>Period</b></th> <th><b>Amount in Crore</b></th> </tr> </thead> <tbody> <tr> <td>Month ended Oct-12</td> <td>650</td> </tr> <tr> <td>Quarter ended Dec-12</td> <td>130</td> </tr> <tr> <td>Quarter ended Mar-13</td> <td>130</td> </tr> <tr> <td>Quarter ended Jun-13</td> <td>130</td> </tr> <tr> <td>Quarter ended Sep-13</td> <td>100</td> </tr> <tr> <td>Quarter ended Dec-13</td> <td>100</td> </tr> <tr> <td>Quarter ended Mar-14</td> <td>100</td> </tr> <tr> <td><b>Total</b></td> <td><b>1340</b></td> </tr> </tbody> </table>

It is further stated in the OA that the Loan Facility was to have door to door tenor of 12 years i.e. 48 quarters consisting of construction period of 2 years, moratorium period of 1.5 years and repayment period of 8.5 years. It is also stated that the Defendant no. 1 had undertaken to repay the loan in 34 consecutive quarterly instalments starting from the first repayment date (Each a 'Repayment Instalment'), in accordance with Repayment Schedule set out in Schedule 3 of the Rupee Loan Agreement. The last Repayment date and all other amounts due and outstanding under this Agreement and the other Financing Documents in respect of the Facility shall be repaid in full on the last Repayment Date. The Repayment Schedule is given as below:- **Repayment Schedule : Schedule 3 (Amount in Rs. Crores)**

<table border="1"> <thead> <tr> <th><b>FYE 31-Mar</b></th> <th><b>No. of Quarters</b></th> <th><b>Instalment per year (%)</b></th> <th><b>Instalment (Rs. Cr.)</b></th> </tr> </thead> <tbody> <tr> <td>16</td> <td>2</td> <td>1.12%</td> <td>15</td> </tr> <tr> <td>17</td> <td>4</td> <td>6.05%</td> <td>81</td> </tr> <tr> <td>18</td> <td>4</td> <td>11.64%</td> <td>156</td> </tr> <tr> <td>19</td> <td>4</td> <td>16.87%</td> <td>226</td> </tr> <tr> <td>20</td> <td>4</td> <td>15.67%</td> <td>210</td> </tr> <tr> <td>21</td> <td>4</td> <td>16.49%</td> <td>221</td> </tr> <tr> <td>22</td> <td>4</td> <td>9.03%</td> <td>121</td> </tr> <tr> <td>23</td> <td>4</td> <td>12.09%</td> <td>162</td> </tr> </tbody> </table>

<table border="1"> <tr> <td>24</td> <td>4</td> <td>11.04%</td> <td>148</td> </tr> <tr> <td><b>Total</b></td> <td><b>34</b></td> <td><b>100%</b></td> <td><b>1340</b></td> </tr> </table>

It is further stated in the OA that the Loan as granted by the Applicant herein were secured by way of various securities [details given in Para 5(5.14) of the OA], at the request of and upon fulfilment by the Borrower to the satisfaction of the Lenders (or waiver by the Lenders) of various conditions, as detailed in Para 5(5.11) of the OA.

2.10 It is also stated in the OA that as part of the said Rupee Loan Agreement, the Applicants no. 1 to 3, the Defendant no. 1 and the Defendants no. 10 to 17 agreed to keep the Defendant no. 9 as the Security Trustee to hold all security created pursuant to the security documents in accordance with the terms of the financing documents for the benefit of the lenders. Accordingly, the Security Trustee Agreement dated 28.09.2012 was executed by the Applicants no. 1 to 3, Defendant no. 1, Defendant no. 9 and Defendants no. 10 to 17.

2.11 Further more, as part of the conditions of the Rupee Loan Agreement, the sponsors i.e. the Defendants no. 3 & 4 executed a Sponsor Undertaking dated 28.09.2012 with the Applicant as Facility Agent for the lenders and the Defendant no. 1 to extend sponsor support in relation to the project for the benefit of the borrower and the lenders. As per the Sponsor Undertaking the Defendant no. 1 has also created an encumbrance / charge on its shares including preference shares in favour of the Applicant [as per details given in Para 5(5.17) of the OA].


TA-13/2022

Further, the shareholder obligations of the Defendant no. 4 who is the legal and beneficial owner of 5,15,426 shares which constitutes 99.998% of the equity share capital of the Borrower (Defendant no. 1 herein) and 50,07,103 Preference Shares which constitutes 23.80% of the Preference Shares of the Borrower (Defendant no. 1 herein). It is stated in the OA that the Defendant no. 4 has undertaken to hold and retain at least 51% of the shares of the Borrower / Defendant no. 1 herein until the final settlement date. Further, the Defendant no. 3 has undertaken to retain 51% of Equity Shares Holding of the Borrower / Defendant no. 1 herein either directly or through its Subsidiaries. An overall charge / negative lien has been created on the Preference Share of the Borrower / Defendant no. 1 herein in favour of the Lenders including the Applicant herein.

2.12 It is stated in the OA that the Defendant no. 1 on 15.03.2013, to secure the repayment of the loan, has executed an Indenture of Mortgage at Pali in favour of the Defendant no. 9 for the benefit of the Lenders creating a charge on inter alia the Immovable Properties mentioned in Schedule 2 (mentioned in Annexure A-14) to secure the due repayment and discharge of the financial assistance. The details of properties have been given in Para 5(5.19) of the OA.

2.13 It is further stated in the OA that the Defendant no. 1 along with Defendant no. 4 has also executed Non-Disposal and Safety Net Arrangement Agreement dated 28.03.2013 in favour of Defendant no. 6 thereby a non-disposal undertaking and safety arrangement in respect of the 51%

of the total, issued and paid up Equity Shares of the Borrower held by Jubilant Oil & Gas India Limited (Sponsor) from time to time.

2.14 Moreover, Defendant no. 3 has also created a first ranking pledge of such issued and paid up shares of its own as directly held by JEHBV i.e. Defendant no. 2 having a market value of 200.00 Crore as on the date of Share Pledge Agreement which was later modified with an alternate structure of right or sale of shares instead of pledge of shares pursuant to request letter dated 25.03.2013. In this regard, a copy of the written resolution of board of directors dated 04.02.2014 to that effect of pledging the shares is also annexed with the OA.

The said request for an alternate arrangement of Right of sale of share (by way of Project Support Undertaking / Non-Disposal Undertaking and Power of Attorney (PoA) on the Demat account for the shares under reference) in lieu of Pledge of Shares equivalent to Rs. 200.00 crore of the Defendants no. 3 & 4 and listed on the London Stock has been approved by the Applicant.

The defendant no. 1 has executed an alternate arrangement of Right of sale of shares.

2.15 It is also stated in the OA that the Defendant no. 1 along with Defendant no. 2, Defendant no. 8 and Defendant no. 9 acting on behalf of Lenders including the applicant entered Tripartite Agreement dated 25.03.2014 relating to giving the instructions to sell depository interests in Defendant no. 2 held in a custody with the Defendant no. 5 as collateral for certain obligations of Defendant no. 2 to

Defendant no. 6 acting on behalf of the Lenders including the Applicant.

2.16 It is stated in the OA that the Defendant no. 2 has also executed Project Support Undertaking dated 25.03.2014 in favour of the Applicant no. 1, Defendant no. 1 and Defendant no. 6 thereby undertaking for any Shortfall promptly infuse additional funds into the Borrower to meet any shortfall of funds upto a maximum amount of Rs. 200.00 crore in case failure by the Sponsors to bring in any cost overrun beyond the estimated cost of Rs. 508.00 Crore relating to development of the Deen Dayal West Extension area of the Project, and in any case within 10 days of upon demand by the Borrower and in the event the Borrower fails.

2.17 It is also stated in the OA that the Defendant created first ranking pari passu encumbrance / charge over the Borrower's Participating Interest in the Production Sharing Contract meaning thereby the undivided share expressed as a percentage of participation of a party to the product sharing contract in the rights and obligations under the product sharing contract, which with respect to the Borrower (Defendant no. 1) is 10% of the total participating interest of all the parties to the Production Sharing Contract which means the contract dated 04.02.2003 between the President of India, Gujarat State Petroleum Corporation Limited, JEPL, which has been subsequently transferred to Jubilant Offshore Drilling Pvt. Ltd. (Defendant no. 1 herein) and GeoGlobal Resources (India) Inc. in respect of the Contract Area which is the KG Basin Block KG-GSN-2001/3 as amended from time to time. In this regard, a

copy of the Joint Operating Agreement dated 07.08.2003 between Gujarat State Petroleum Corporation Ltd., Geoglobal Resources (India) INC. and Jubilant Enpro Limited has been filed with the OA. It is also stated that a Production Sharing Agreement was also executed between Gujarat State Petroleum Corporation Ltd., Geoglobal Resources (India) INC. and Jubilant Enpro Limited. Hence, it is necessary that Gujarat State Petroleum Corporation Ltd., Geoglobal Resources (India) INC. and Jubilant Enpro Limited be made as Performa Parties.

It is further stated in the OA that the Defendant no. 1 created first ranking pari passu encumbrance / charge on the Debt Service Reserve Account which is detailed under the Trust and Retention Account Agreement under Section 9 as per which the Debt Service Reserve Accounts shall be opened in the name of the Borrower in which on each Monthly Distribution Date, the Account Bank (Applicant No. 1 herein) shall deposit such amounts that the balance in the Debt Service Reserve Account equals the required balance for the Debt Service Reserve Account in accordance with Sub Section 5.3(iv) and the right of withdrawal therein is subject to the right of the Applicant no. 1 herein to recover the debts.

Further, the Defendant no. 1 created first ranking pari passu encumbrance / charge on all intangible assets of the Borrower (Defendant no. 1 herein) relating to the Project which includes Goodwill and Software's (Having the value of Rs. 24,529,808.00 as on 31.03.2014).

The Defendant no. 1 also created a pari passu encumbrance / charge over the Borrower's rights under all Material

Contracts including the rights of the Borrower (Defendant no. 1 herein) under the Gas Sales Agreement(s), Oil Sale Agreement(s) and the Insurance Contract(s) and excluding the rights under the Production Sharing Contract and the Joint Operating Agreement.

2.18 It is stated in the OA that the Defendant no. 1 by creating a Trust and Retention Account with the Account Bank namely State Bank of India having office at 12^th Floor, Jawahar Vyapar Bhawan, 1 Tolstoy Marg, New Delhi – 110001 wherein the Defendant no. 1 agreed to deposit all such flows and cash realization accruing from or in relation to the Project in the Trust and Retention Account and the withdrawal from the same is subject to evidence of the prior written consent of the Facility Agent (Applicant No. 1 herein), created a pari passu encumbrance / charge on the same. In this regard, the copy of the Trust and Retention Account Agreement dated 28.09.2012 is annexed with the OA.

2.19 It is also stated in the OA that Defendant no. 1, as Borrower, signed and executed a RBI Declaration as well as CBIL Declaration under Clause 13.4 of the Rupee Loan Agreement dated 28.09.2014.

2.20 It is stated in the OA that the Applicants no. 1 to 3 and Defendants no. 10 to 17 had entered in an Agreement dated 15.07.2015 i.e. Master Joint Lenders Forum Agreement thereby the Lender Banks have to identify incipient stress in the account of the Borrower by classifying the account as "Special Mention Accounts" (SMA) in terms of guidelines issued by Reserve Bank of

irregular in conduct of the aforesaid credit facilities and neglected to maintain their financial discipline. It is also stated that the Defendant no. 1 signed and executed Balance Confirmation Letters dated 31.03.2014 and 31.03.2015 in favour of Applicant Bank Nos. 1 to 3 and the Lenders. Moreover, the Rupee Term Loan facility aggregating to Rs. 1340.0 crore was acknowledged for the purposes of Section 18 of the Indian Limitation Act, 1963 by Defendants no. 1 & 3. In this regard a copy of Revival Letter dated 10.08.2015 has been annexed with the OA.

2.23 It is also stated in the OA that the Applicant Bank no. 1 vide their several requests called upon the Defendants to regularize the account and maintain its financial discipline but Defendant no. 1 failed to do so. Various letters were sent to the defendant no. 1 dated 04.05.2016, 07.05.2016 and 24.05.2016 to regularize the account but to no avail. The Defendant no. 1 replied vide letter dated 17.05.2016 stating that they do not have any short term solution to the problem of irregularity. Further, Defendant no. 15 replied vide letter dated 18.05.2016 (actual date is 18.04.2016) stating various reasons for delay in starting of project. It is also stated in the OA that after realizing that no constructive solution is being achieved, the account of the Defendant no. 1 was declared as NPA on 31.03.2016.

2.24 It is stated in the OA that since, the Defendant no. 1 failed to adhere to the financial discipline and remained irregular in conduct of the aforesaid loan facilities, the Applicant Bank no. 1 was forced to send a Legal Demand Notice dated 24.09.2016. Applicant no. 2 sent a legal notice dated 17.11.2016 and Applicant no. 3 sent a legal

India (RBI) from time to time. Upon an account with any Lender Bank being identified as a SMA, as per the RBI Guidelines, the Lender Bank will adopt all necessary measures so as to be able to avoid it from becoming NPA. Joint Lenders Forum Member Banks hereby agree that the Central Repository of Information on Large Credits ("CRILC"), set up by the RBI will be the platform for collating such information, storing and disseminate credit date of the said Borrower to all the Lenders Bank.

2.21 It is stated in the OA that consequent to the sanction of the aforesaid limits to Defendant no. 1 by the Applicant No. 1 Bank from time to time, Applicant no. 1 having its loan Account No. 32609000106, Applicant No. 2 having its loan account no. 61169648591 and Applicant No. 3 having its loan Account no. 65153478343 in the name of Defendant no. 1 in the usual books of accounts of the Applicant No. 1 Bank at its Corporate Account Group Branch situated at 12^th Floor, Jawahar Vyapar Bhawan, 1 Tolstoy Marg, New Delhi – 110001 which was regularly kept and maintained and all entries of Debits and Credits were correctly made therein by the Applicant Bank in their regular, ordinary and usual course of banking business. Due to administrative decision of the Applicant Banks, the aforesaid loan/credit facilities of the Defendant no. 1 were transferred to Stressed Asset Management Branch, 6^th Floor, Mohan Singh Place, Baba Kharak Singh Marg, Connaught Place, New Delhi – 110001 on 26.08.2016.

2.22 It is further stated in the OA that the Defendant no. 1 duly availed the aforesaid credit facilities granted to them by the Applicant Bank, however, Defendant no. 1 remained

notice on 07.11.2016 to the Defendant no. 1 alongwith its Directors calling upon them to repay the outstanding amount but that yielded no result.

The Defendant no. 1 time and again acknowledged their liability to pay the outstanding amount. Finally, in Reply to the demand notice of the Applicant, vide letter dated 21.10.2016, the Defendant no. 1 acknowledged the demanded amount. As per their own admission in the legal notice dated 21.10.2016, Defendant no. 1 is trying to materialize talks with ONGC and Gujarat State Petroleum Corporation Ltd. (GSPC) for buying stakes in this project. It is further stated in the OA that ONGC has also signed a preliminary pact (MoU) to acquire the stake and operate KG basin block of Gujarat government owned GSPC.

2.25 It is also stated that as per the books of accounts maintained by the Applicant Banks in their regular course of business, the following amounts are due and payable by the Defendants to the Applicant Banks besides accrued interest till 30.01.2017 onwards :- <table border="1"> <tbody> <tr> <td>Applicant No. 1<br/>Corporate Loan Account<br/>Accrued interest till 30.01.2017</td> <td>Rs. 288,43,20,230.33</td> </tr> <tr> <td>Applicant No. 2<br/>Corporate Loan Account<br/>Accrued interest till 27.01.2017</td> <td>Rs. 114,99,90,637.20</td> </tr> <tr> <td>Applicant No. 3<br/>Corporate Loan Account<br/>Accrued interest till 30.01.2017</td> <td>Rs. 119,12,72,899.11</td> </tr> <tr> <td><b>Total dues till 30.01.2017</b></td> <td><b>Rs. 522,55,83,766.64</b></td> </tr> </tbody> </table>

Thus, as per books of accounts maintained by the Applicant Banks in their regular course of business a sum of Rs. 522,55,83,766.64 is due and payable by the Defendants

jointly and/or severally to Applicant Banks till 30.01.2017 @SBI MCLR plus 4.50 which is at present 13.70% p.a. with monthly interests plus future interest as regards cash credit limit, which the defendants have failed to pay despite repeated requests and reminders of the Applicant Banks and promises and assurances of the Defendants and as such Defendant no. 1, as borrower and Defendants no. 2 to 4 as Holding Company and Sponsors of the Defendant no. 1 jointly are liable to answer the claim of the Applicant Banks. It is further stated in the OA that the statement of accounts of Applicant Nos. 1, 2 & 3 duly certified under the Bankers Books of Evidence Act in respect of the Cash Credit Account, the calculation sheet of the accrued interest of Cash Credit Account and the statement showing the total outstanding amount have been filed along with the OA, which may be read as part and parcel of this OA.

It is stated in the OA that the interest charged by the Applicant Banks is the agreed rate of interest and as per the directives of RBI and do not run counter to the directions of RBI. The present rate of interest payable is due and payable by all of the Defendants, jointly to the Applicants Banks besides interest till 30.01.2017 @ SBI MCLR plus 4.50 which is at present 13.70% with monthly rests plus future interest applicable.

2.26 It is stated in the OA that the cause of action arose in favour of the Applicant Banks and against the Defendants when on the request of Defendant no. 1, the Applicant Banks granted various credit / loan facilities to Defendant no. 1 on 02.08.2012, which was availed on 24.07.2012 and on 28.09.2012. The cause of action arose when in

consideration to the grant of the Overall Limit of Rs. 250.0 crore by the Applicant Banks against the Defendant no. 1 as Borrower when the Defendant no. 1 applied for the loan and the same was sanctioned vide Sanction Letter dated 02.08.2012, and Defendant no. 2 as parent Company executed the Loan documents and Project Support Agreement on 23.03.2014. The cause of action arose when the Defendants no. 3 & 4 signed the Agreement to Sponsor the Defendant no. 1 and agreed to take up the liability thereto vide Agreement dated 28.09.2012. The cause of action arose when the Defendant no. 5 in the capacity of Custody Account Holder agreed to keep the custody account with itself. The cause of action arose on various occasions when the various Agreements were signed by the parties. Further, the cause of action arose on every occasion when the Applicant demanded the repayment of loan amount and the Defendants failed to do so. The cause of action arose on 10.08.2015 when the Defendant no. 1 acknowledged the debt by signing a revival letter. The cause of action arose on 24.09.2016 when the Applicant no. 1 Bank sent the legal notice to the Defendant no. 1 and its Directors. The cause of action again arose on 21.10.2016 when the Defendant specifically accepted the liability.

2.27 Since, the defendants have failed and neglected to repay the outstanding dues of the Applicant Banks, hence, the Applicant Banks have been compelled to file this Application before this Tribunal.

3. Notices of this O.A. were issued to the defendants and some of the defendants i.e. defendants no. 1, 7, 10 & 15 appeared through their respective counsels.

3.1 It is matter of record that vide order dated 20.03.2018 of the Tribunal, last chance was granted to the Defendants to file their WS but no WS was filed, hence, the right of all the Defendants to file the WS stood closed in pursuance to order dated 20.03.2018.

Moreover, due to non-appearance of defendants no. 2 to 6, 9 and 11 to 14, the case was proceeded ex parte qua these defendants vide order dated 11.11.2024.

3.2 It is important to note here no relief has been claimed by the Applicant Banks against the Defendants no. 5 to 17 are defendants.

3.3 It is also matter of record that though right of all the defendants to file their WS stood closed vide order dated 20.03.2018 but defendant no. 10 / Allahabad Bank (now Indian Bank) and defendant no. 15 / Indian Bank had filed their common WS in 2021 wherein they have not denied the contents of the OA. Rather, these defendants have prayed that while passing the final order, this Tribunal may direct that the sale proceeds of the secured asses shall be distributed amongst the applicant bank as well as answering defendants no. 10 & 15 on the basis of their respective ranking of charges, and also pass such other order(s) as may be deemed fit and proper in the facts and circumstances of the present case.

4. It is pertinent to mention here that during the pendency of this case, Ld. counsel for Applicant Banks informed this Tribunal that defendant no. 1 is has gone under liquidation before Ld. NCLT, Allahabad and an application being IA No. 1523/2018 was filed for seeking

impleadment of OL appointed by Ld. NCLT, Ahmedabad which was allowed vide order dated 01.07.2022 of the Tribunal. Accordingly, fresh memo of parties was also attached by the Applicant Banks. Thereafter, notice to Official Liquidator of defendant no. 1 was also issued and the counsel for defendant no. 1 (OL) also appeared but did not chose to file any reply.

5. Moreover, due to merger of Applicant No. 2 / State Bank of Bikaner & Jaipur and Applicant no. 3 / State Bank of Patiala with Applicant No. 1 Bank / State Bank of India, the name of Applicant no. 1 was substituted in place of Applicants No. 2 & 3. Accordingly, amended memo of parties was also filed by the Applicant Bank.

6. To prove its case, the Applicant Bank / SBI leads its evidence by filling the affidavit of Ms. Shefali Jain, Chief Manager and the Authorized Representative of the Applicant Bank.

6.1 Ms. Shefali Jain, officer of the Applicant Bank has placed reliance upon the documents filed by the Applicant Banks which are as follows:-

- (i) Gazette Notifications of Government of India in favour of authorized officers of SBI (Ex. A/1);

- (ii) Copy of Memorandum and Articles of Association of Defendant no. 1 (Ex. A/2);

- (iii) Copy of Resolution of the Defendant no. 1 dated 26.09.2012 for appointing SBICAP Trustee Company Limited (Ex. A/3);

- (iv) Sanction Letters dated 02.08.2012, 27.09.2012 and 27.09.2012 of Applicant Banks no. 1 to 3 respectively (Ex. A/4-colly);

- (v) Letter dated 16.08.2012 of defendant no. 1 accepting the terms and conditions for sanction of the facility (Ex. A/5);

- (vi) Schedule I enclosed with the Rupee Loan Agreement which enumerates the details of the Lenders and their financial Commitments (Ex. A/6);

- (vii) Copy of Resolutions dated 26.09.2012 and 27.09.2012 of defendant no. 1 (Ex. A/7);

- (viii) Inter Creditor Agreement dated 28.09.2012 executed by the Lenders (Ex. A/8);

- (ix) Letter dated 28.09.2012 of defendant no. 1 (Ex. A/9);

- (x) Facility Agent Agreement dated 28.09.2012 executed by Defendant no. 1 with the Applicant No. 1 acting as Facility Agent and with other Lender Banks Applicants No. 2 & 3 along with Defendants no. 10 to 18 (Ex. A/10);

- (xi) Rupee Loan Agreement dated 28.09.2012 (Ex. A/11);

- (xii) Security Trustee Agreement dated 28.09.2012 executed by the Applicants no. 1 to 3, Defendant no. 1, Defendant no. 9 and Defendants no. 10 to 17 (Ex. A/12);

- (xiii) Sponsor Undertaking dated 28.09.2012 executed by defendants no. 3 & 4 (Ex. A/13);

- (xiv) Indenture of Mortgage dated 15.03.2013 executed by defendant no. 1 (Ex. A/14);

- (xv) Non-Disposal and Safety Net Arrangement Agreement dated 28.03.2013 executed by defendant no. 4 in favour of Defendant no. 6 (Ex. A/15);

- (xvi) Written resolution of board of directors dated 04.02.2014 of defendant no. 3 (Ex. A/16);

- (xvii) Tripartite Agreement dated 25.03.2014 executed by Defendant no. 1 along with Defendant no. 2, Defendant no. 8 and Defendant no. 9 acting on behalf of Lenders including the applicant (Ex. A/17);

- (xviii) Project Support Undertaking dated 25.03.2014 executed by defendant no. 2 in favour of the Applicant no. 1, Defendant no. 1 and Defendant no. 6 (Ex. A/18);

- (xix) Joint Operating Agreement dated 07.08.2003 executed between Gujarat State Petroleum Corporation Ltd., Geoglobal Resources (India) INC. and Jubilant Enpro Limited (Ex. A/19);

- (xx) Production Sharing Agreement executed between Gujarat State Petroleum Corporation Ltd., Geoglobal Resources (India) INC. and Jubilant Enpro Limited (Ex. A/20);

- (xxi) Trust and Retention Account Agreement dated 28.09.2012 executed by defendant no. 1 (Ex. A/21);

- (xxii) Master Joint Lenders Forum Agreement dated 15.07.2015 executed by Applicants no. 1 to 3 and Defendants no. 10 to 17 (Ex. A/22);

- (xxiii) Balance Confirmation Letters dated 31.03.2014 and 31.03.2015 executed by defendant no. 1 in favour of Applicant Bank Nos. 1 to 3 and the Lenders (Ex. A/23-colly);

- (xxiv) Revival Letter dated 10.08.2015 of defendants no. 1 & 3 (Ex. A/24);

- (xxv) Letters dated 04.05.2016, 07.05.2016 and 24.05.2016 sent to defendant no. 1 (Ex. A/25-colly);

- (xxvi) Letter/reply dated 17.05.2016 of defendant no. 1 (Ex. A/26);

- (xxvii) letter dated 18.05.2016 (actual date is 18.04.2016) of defendant no. 15 (Ex. A/27);

- (xxviii) Legal Demand Notice dated 24.09.2016 issued by Applicant No. 1, legal notice dated 17.11.2016 issued by Applicant no. 2 and legal notice dated 07.11.2016 issued by Applicant no. 3 (Ex. A/28-colly);

- (xxix) Letter / Reply dated 21.10.2016 issued by the Defendant no. 1 to the Demand Notice of Applicant (Ex. A/29);

- (xxx) Media reports with regard talks of Defendant no. 1 with ONGC and Gujarat State Petroleum Corporation Ltd. (GSPC) for buying stakes in this project etc. (Ex. A-30-colly);

- (xxxi) Statement of accounts of Applicant Nos. 1, 2 & 3 duly certified under the Bankers Books of Evidence Act in respect of Cash Credit Account, the calculation sheets of the accrued interest of Cash Credit Account and Statement showing the total outstanding amount (Ex. A/31-colly).

7. In the present matter, Ld. counsel for Applicant Bank has also filed the written note of submission.

8. Heard Ld. counsel for applicant bank and perused the entire record.

8.1 In the present case, the right of all the defendants to file their respective WS stood closed in pursuance to order dated 26.03.2018. Moreover, due to non-appearance, the case was proceeded ex parte qua defendants no. 2 to 6, 9 & 11 to 14 vide order dated 11.11.2024 of this Tribunal.

8.2 It is admitted fact that defendant no. 1 has already gone into liquidation as per the orders passed by Hon'ble NCLT, Ahmedabad. Since Defendant no. 1 has already gone into Allahabad and OL has also been appointed, as stated above, hence, secured assets / hypothecated goods / stocks of defendant no. 1 shall be disposed off as per directions of Ld. NCLT, Allahabad and no order for recovery of dues can be passed by this Tribunal qua defendant no. 1, at this stage.

However, it is directed that Applicant Bank shall be at liberty to revive the OA qua Defendant no. 1 in case NCLT proceedings are quashed / withdrawn in future, in accordance with law.

It is further directed that in case applicant bank receives any amount from liquidation proceedings, it shall give due adjustment of the same in the recovery proceedings.

8.3 Moreover, during the pendency of this OA, the name of defendant no. 7 has already been deleted vide order dated 31.01.2024 passed by this Tribunal in IA No. 125/2021 which was filed on behalf of JE Energy Ventures Pvt. Ltd. (earlier known as Jubilant Enpro Ltd. i.e. Defendant no. 7).

8.4 It is also pertinent to note here that no relief has been claimed by the Applicant Banks qua defendants no. 5 to 17 (including defendant no. 7). Moreover, defendants no. 10 to 17 are the banks / FIs and Security Trustee who have

been impleaded as Proforma Defendants against whom no relief has been claimed by the Applicant Banks.

8.5 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 is based on the documents and the witness has duly proved all these documents. The evidence filed by the applicant gone unrebutted and there is no question of disbelieving the evidence lead by the applicant bank and applicant bank has proved its case beyond reasonable doubts. Accordingly, the Applicant is entitled to recover the entire amount, as claimed in the OA from the defendants no. 2 to 4 along with pendentelite interest i.e. @13% p.a. and costs as agreed between the parties.

8.6 In this OA, applicant has prayed to issue recovery certificate against defendants no. 1 to 4 wherein the defendant 1 is the principle borrower and defendant no. 2 is the Parent Company as well as Project Support Provider which executed the Loan documents and Project Support Undertaking dated 25.03.2014 and Defendants no. 3 & 4 are the Sponsors of Defendant no. 1 which agreed to take up the liability thereby vide Sponsor Undertaking dated 28.09.2012.

Since Defendant no. 1 has already gone into liquidation as per orders of Ld. NCLT, Allahabad and OL has also been appointed, as stated above, hence, secured assets / hypothecated goods / stocks of defendant no. 1 shall be disposed off as per directions of Ld. NCLT, Allahabad and no order for recovery of dues can be passed by this Tribunal qua defendant no. 1, at this stage.

However, it is directed that the Applicant Bank shall be at liberty to revive the OA qua Defendant no. 1 in case NCLT proceedings are quashed / withdrawn in future, in accordance with law.

It is further directed that in case Applicant Bank receives any amount from liquidation proceedings, it shall give due adjustment of the same in the recovery proceedings.

8.7 Consequently, TA No. 13/2022 is liable to be allowed in favour of the Applicant Bank and against defendants no. 2 to 4 being Parent Company as well as Project Support Provider and Sponsors who are liable to pay the dues of the Applicant Bank along with costs and pendentelite & future interest @13% p.a. from the date of filing of present OA till the date of payment in full.

ORDER

- (i) TA No. 13/2022 stands allowed in favour of Applicant Bank no. 1 i.e. State Bank of India (since SBI has already been merged with Applicants no. 2 & 3 i.e. SBBJ & SBP respectively) and against the Defendants no. 2 to 4 for a sum of Rs.522,55,83,766.64 (Rupees Five Hundred Twenty Two Crore Fifty Five Lakh Eighty Three Thousand Seven Hundred Sixty Six and Paise Sixty Four only) along with cost, pendentelite and future interest @13% p.a. from the date of filing of this OA till realization of the entire dues of the Applicant Bank(s). Now the defendants no. 2 to 4 are directed to pay the aforesaid

amount(s) to the Applicant Bank No. 1 Bank / SBI, within 30 days failing which, the aforesaid amount shall be recovered from the sale of the secured assets / mortgaged properties / hypothecated assets / stocks / pledged shares etc., if any, belonging to the defendant no. 2 to 4 only.

In case of shortfall, same shall be recovered from the movable and immovable assets of defendants no. 2 to 4.

- (ii) So far as, defendant no. 1 is concerned, since Defendant no. 1 has already gone into liquidation and OL has also been appointed, as stated above, hence, secured assets / hypothecated goods / stocks of defendant no. 1 shall be disposed off as per directions of Ld. NCLT, Allahabad and no order for recovery of dues can be passed by this Tribunal qua defendant no. 1, at this stage.

However, it is directed that the Applicant Bank shall be at liberty to revive the OA qua Defendant no. 1 in case NCLT proceedings are quashed / withdrawn in future, in accordance with law.

It is further directed that in case Applicant Bank receives any amount from liquidation proceedings, it shall give due adjustment of the same in the recovery proceedings.

It is also directed that the sale proceeds of the secured assets shall be distributed amongst the Lenders, as per inter-se agreements executed amongst them.

- (iii) It is also directed that the Applicant Bank 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 04.01.2027.

- (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.

31.10.2026 (SHIV KUMAR - I) PRESIDING OFFICER, DRT-III, DELHI

(Pronounced in open court) Dated: 31.10.2026

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