NCLT Dismisses Empire Housing's Insolvency Petition Against Ninaniya Estates

Case Details

Case Name: M/s Empire Housing Projects Private Limited vs. M/s Ninaniya Estates Limited

Court/Authority: National Company Law Tribunal (NCLT), Jaipur Bench

Case No.: CP No. (IB)-90/7/JPR/2025

Date of Order: 26.05.2026

Presiding Members: Ms. Reeta Kohli (Judicial Member), Ms. Kavita Bhatnagar (Technical Member)

Alleged Default Amount: Rs. 36,29,67,793.05 (Rupees Thirty-Six Crores Twenty-Nine Lakhs Sixty-Seven Thousand Seven Hundred Ninety-Three and Five Paisa)

Period of Dispute: Transactions commenced in 2019, with alleged default crystallizing in 2025.

Parties Involved

• Petitioner/Financial Creditor: M/s Empire Housing Projects Private Limited, represented by Mr. Tushar Sharma, Authorized Signatory.
• Respondent/Corporate Debtor: M/s Ninaniya Estates Limited (CIN: U45201RJ2004PLC019382), incorporated on 09.06.2004. Registered Office: 160, Karni Vihar, Ajmer Road, Near Rawat Mahila College, Jaipur, Rajasthan-302021. Authorized Share Capital: Rs. 52,50,00,000/-; Paid-Up Share Capital: Rs. 52,22,77,780/-.
• Legal Representatives: For FC: Amar Vivek, Adv.; Aditya Gauri, Adv.; Damini Srestha, Adv.; Anant Jain, Adv.; Aryan Chhabra, Adv. For CD: Sonal Anand, Adv.; Surbhi Singh, Adv.

Issues / Allegations / Violations

• The Financial Creditor (FC) alleged that a sum of Rs. 15.55 Crores was transferred to the Corporate Debtor (CD) in five tranches between 23.08.2019 and 23.10.2019.
• The FC contended that although initially contemplated as a Share Subscription, the parties mutually agreed to treat it as a loan, formalized through an Inter Corporate Deposit (ICD) Agreement dated 16.12.2020 (ICD-1), carrying interest @12% p.a.
• The FC claimed the CD made a partial repayment of Rs. 50 Lakhs, but the principal and accrued interest remained outstanding, leading to the execution of multiple successive ICD and extension agreements (seven others between 07.02.2022 and 24.02.2025) which progressively restructured and acknowledged the growing liability.
• The FC heavily relied on the final ICD/Addendum dated 24.02.2025, which acknowledged a consolidated liability of Rs. 34,06,26,432/-, and post-dated cheques which were subsequently dishonored, leading to proceedings under the Negotiable Instruments Act.
• The CD opposed the petition, alleging the FC concealed the true nature of the transaction. The CD contended the amount was an advance payment for commercial units/space in the CD's project \"Prism Portico\" in Sector-89, Gurugram, governed by an Agreement to Sell (ATS) dated 26.09.2019 and a subsequent ATS dated 15.11.2024.
• The CD argued that the ICD agreements were merely collateral security arrangements and that the underlying transaction remained a real estate allotment, with a project completion deadline of 21.01.2027. The CD also highlighted that the FC had simultaneously initiated proceedings before Haryana RERA (HARERA) in the capacity of a homebuyer for the same transaction.
• A significant allegation by the CD was that the crucial ICD/Addendum dated 24.02.2025 was forged and fabricated, disputing the genuineness of the signatures.

Findings & Observations

• The Tribunal acknowledged the execution of multiple ICD Agreements (at least the first eight were substantially admitted by the CD), balance confirmations, and cheques, which ordinarily constitute strong material supporting a financial debt.
• However, the Tribunal found the simultaneous existence of the Agreements to Sell (ATS dated 26.09.2019 and 15.11.2024) created a substantial issue regarding the true nature of the transaction. The ATS dated 15.11.2024, executed after many ICDs, expressly continued the allotment arrangement with a completion timeline until 21.01.2027.
• The Tribunal observed that the initiation of parallel proceedings by the FC before HARERA, Gurugram, as a homebuyer was a relevant circumstance for examining the dominant commercial character of the transaction, even if not an automatic bar to Section 7 proceedings.
• The Tribunal noted the CD's contention regarding the accounting treatment in the FC's Balance Sheet, which allegedly showed the amount as \"advance towards purchase of land\", was a relevant factor, though not conclusive.
• The Tribunal found the CD's allegation of forgery regarding the ICD dated 24.02.2025 added to the complexity, as the final crystallized liability and default date substantially rested upon this disputed document.
• The Tribunal distinguished judgments cited by the FC (Shobhnath & Ors. and Power Trust vs. Bhuvan Madan) on facts, as the core issue here was determining the basic nature of the transaction itself, not merely establishing debt and default.
• The Tribunal held that the issues—whether novation into a financial debt genuinely occurred, whether the allotment relationship subsisted, and whether the ICDs were merely collateral—were complex, seriously disputed, and unsuitable for adjudication in the summary jurisdiction of Section 7 IBC.

Penalties / Settlements / Directions

• No monetary penalties, disgorgement, or settlements were imposed as the petition itself was dismissed.

Corrective Actions & Future Obligations

• No corrective actions, audits, or future obligations were ordered by the Tribunal.

Final Ruling & Enforcement

• The Company Petition (IB) No. 90/7/JPR/2025 was dismissed.
• The Tribunal clarified that the dismissal does not preclude the Financial Creditor from pursuing any other remedies available in law before the appropriate forum.
• There was no order as to costs.