Case Details

Case Name: Parsvnath Developers Ltd. vs. Vinu Promoters Private Ltd.

Court/Authority: National Company Law Tribunal, New Delhi Bench (Court-II)

Case Number: Company Petition No. (IB)-233/ND/2025

Date of Order: 20.05.2026

Nature of Petition: Filed under Section 9 of the Insolvency and Bankruptcy Code, 2016

Period of Dispute: Arising from Cancellation Agreement dated 31.03.2014

Parties Involved

Petitioner/Operational Creditor: Parsvnath Developers Ltd. (Registered Office: Parsvnath Tower, Near Shahdara Metro Station, Shahdara, Delhi - 110032)

Respondent/Corporate Debtor: Vinu Promoters Private Ltd. (Registered Office: 1st Floor, 90, Okhla Industrial Estate, Phase III, New Delhi - 110020)

Legal Representatives: Adv. Jaspreet Singh and Adv. Nandini Singh appeared for the parties

Tribunal Members: Sh. Ashok Kumar Bhardwaj (Hon'ble Member (J)) and Sh. Atul Chaturvedi (Hon'ble Member (T))

Other Related Entities: New Okhla Industrial Development Authority (NOIDA) as plot allotting authority, Moonrock Hospitality Private Limited (shareholder), Noida Marketing Private Limited (former shareholder)

Deceased Individuals Mentioned: Sh. M.P. Mehrotra (expired 05.04.2024), Mr. Vikas Mehrotra (expired 13.07.2023, held 95.24% in Moonrock), Ms. Divya Mehrotra (expired 04.01.2024, held 4.67% in Moonrock)

Issues / Allegations / Violations

Core Allegation: Default in payment of operational debt amounting to ₹17,00,00,000/- (Rupees Seventeen Crores Only) allegedly due towards consideration for construction and development services rendered in relation to development of commercial complex "Shoppers Den".

Background Transactions:

  • Corporate Debtor was allotted four commercial plots (Plot Nos. 41, 42, 43, 44 in Block H1A, Sector-63, Noida) measuring 1200 sq. mtrs by NOIDA Authority through Lease Deeds executed on 27.09.2004
  • Original Agreement dated 20.09.2004 (amended on 19.09.2008) engaged Operational Creditor for development of said plots
  • Operational Creditor undertook construction and development of "Shoppers Den" commercial complex
  • Cancellation Agreement dated 31.03.2014 executed to transfer back rights, title, interest in plots and building to Corporate Debtor
  • Under Clauses 3 and 4 of Cancellation Agreement, Corporate Debtor agreed to pay total consideration of ₹25 Crores to Operational Creditor
  • ₹2.50 Crores paid at execution, balance ₹22.50 Crores payable within 90 days

Payment History:

  • Total amount paid: ₹5.50 Crores (against ₹25 Crores agreed)
  • Payment details:
  • 07.01.2021: ₹15,00,000/-
  • 24.03.2021: ₹85,00,000/-
  • 31.03.2021: ₹2,00,00,000/-
  • 15.04.2021: ₹1,00,00,000/-
  • 07.03.2023: ₹25,00,000/-
  • 24.05.2023: ₹25,00,000/-

Demand Notices Issued:

  • Legal Notice dated 11.04.2023
  • Demand Notice under Section 8 of IBC dated 03.07.2023
  • Another Demand Notice under Section 8 dated 07.10.2024

Respondent's Defenses:

  • Petition barred by limitation (default arose on 30.06.2014, petition filed in 2025)
  • Liability was to be borne by new shareholders under Share Purchase Agreement dated 31.03.2014 (Clause 2.7)
  • No direct liability upon Respondent Company itself
  • Responsible persons under Share Purchase Agreement have expired
  • No written acknowledgment within limitation period
  • Petition filed with ulterior motive to evade SFIO investigation under Section 212 of Companies Act, 2013
  • No running account between parties
  • Debt not operational under IBC definition

Findings & Observations

Key Legal Reasoning:

  • Tribunal examined nature of claim under Section 5(21) of IBC, 2016 defining "operational debt"
  • Services were rendered under original development arrangement (2004/2008 agreements), not under Cancellation Agreement (2014)
  • Cancellation Agreement constituted independent contractual arrangement for cancellation and termination of earlier development arrangement
  • Claim sought enforcement of consideration amount under Cancellation Agreement, not unpaid operational services
  • Relinquishment of rights under original agreement cannot be equated with rendering of operational services
  • Liability claimed is contractual in character, not operational debt under IBC

Limitation Considerations:

  • Operational Creditor argued continuous acknowledgment through audited Balance Sheets 2014-2015 to 2023-2024 showing debt under "Trade Payables"
  • Cited Supreme Court judgments:
  • IL&FS Financial Services Limited v. Adhunik Meghalaya Steels Private Limited, 2025 SCC OnLine SC 1567
  • Axis Bank Ltd. v. Naresh Sheth & Anr. (2024) 1 SCC 679
  • Dena Bank v. C. Shivakumar Reddy & Anr. (2021) 10 SCC 330
  • Tribunal did not rule on limitation since petition dismissed on substantive grounds

Share Purchase Agreement Relevance:

  • Tribunal noted SPA was internal arrangement among shareholders
  • Operational Creditor was not party to SPA
  • Any reliance on SPA irrelevant for adjudication of present petition

Penalties / Settlements / Directions

Final Outcome: Petition rejected outright with no penalties, settlements, or directions imposed on either party.

Corrective Actions & Future Obligations

No corrective actions, compliance measures, or future obligations ordered by the Tribunal.

Final Ruling & Enforcement

Final Decision: Petition dismissed in its entirety.

Legal Basis:

  • Claim does not qualify as "operational debt" under Section 5(21) of Insolvency and Bankruptcy Code, 2016
  • IBC is not intended to serve as recovery mechanism for enforcement of contractual dues
  • Primary object of IBC is resolution of insolvency and revival of Corporate Debtor, not mere recovery of money
  • Cited Supreme Court judgment: Dhanlaxmi Bank Ltd. v. Mohammed Javed Sultan and Ors., [2026 ibclaw.in 244 SC]
  • Parties must seek appropriate remedies before competent civil forum for enforcement of contractual obligations

Enforcement: No further enforcement actions ordered. Matter concluded with dismissal of petition.