In a significant judgment, the Supreme Court ruled that borrowers do not have an inherent right to claim benefits under the One Time Settlement (OTS) scheme offered by banks or financial institutions. The case involved Bijnor Urban Cooperative Bank Ltd. versus Meenal Agarwal.
Background of the Case
The borrower had taken a credit facility from the bank, which was classified as a Non-Performing Asset (NPA). The bank initiated proceedings under the SARFAESI Act, 2002, to recover the dues. The borrower applied for consideration under the One-Time Settlement Scheme. However, the bank rejected the application because the loan account was already declared as an NPA and hence not eligible for settlement under the OTS scheme. The bank proceeded to recover the loan through the auction of the mortgaged property.
The borrower challenged this rejection before the High Court by filing a writ petition. The High Court directed the bank to reconsider the application and grant the benefit of the OTS scheme.
Supreme Court’s Observations and Ruling
On appeal, the Supreme Court set aside the High Court’s order, ruling that a borrower cannot demand OTS benefits as a matter of right. The Court noted the potential misuse of such schemes if borrowers deliberately default on payments and wait to avail the benefits of OTS schemes that allow paying less than the total dues.
The Court explained that if the borrower is financially capable but refuses to pay installments, hoping to pay a reduced amount later under the OTS scheme, this would encourage dishonesty and be unfair to the lending institutions.
The Court further clarified that the purpose of the OTS scheme is not to reward defaulting borrowers but to provide a compromise solution when recovery through usual means is difficult. Therefore, compelling banks to grant OTS benefits would be contrary to the scheme’s intent and the bank’s rights.
It was also held that the High Court exceeded its jurisdiction by issuing a writ of mandamus directing the bank to grant the OTS benefit. The Supreme Court emphasized that the bank has the discretion to decide on settlement applications based on its policies and the circumstances of each case.
This ruling safeguards banks’ rights to recover dues and discourages defaulting borrowers from exploiting settlement schemes.
Supreme Court Upholds Insolvency Provisions for Personal Guarantors
The Supreme Court upheld the constitutional validity of the provisions under the Insolvency and Bankruptcy Code, 2016, that allow insolvency proceedings to be initiated against personal guarantors of corporate debtors. This ruling was delivered in the case of Lalit Kumar Jain versus Union of India.
Background and Challenge to the Provisions
The 2019 notification introduced rules that extended insolvency resolution processes to personal guarantors of corporate debtors. Several writ petitions challenged these provisions on constitutional grounds, asserting that the Code should not selectively apply to some individuals and not others.
The petitions were transferred to the Supreme Court for a consolidated hearing due to the significance of the legal questions involved.
Supreme Court’s Analysis and Conclusion
The Court ruled that the extension of insolvency provisions to personal guarantors is not arbitrary or selective in a constitutionally impermissible manner. The Code specifically contemplates different categories of individuals, and personal guarantors are connected intrinsically to corporate debtors, necessitating a distinct approach.
The Court referred to various sections of the Code that indicate personal guarantors should be treated differently but within the same insolvency framework and adjudicatory authority.
It was held that the staged implementation of the Code, including notifications that brought different categories under its ambit gradually, is valid and within the power of the legislature.
This judgment provides financial institutions with an effective tool to simultaneously pursue insolvency resolution against companies and their guarantors, expediting recovery of dues.
Forwarding of Company Financials on WhatsApp Does Not Constitute Insider Trading
The Securities Appellate Tribunal (SAT) set aside insider trading charges based on the forwarding of company financial data on WhatsApp, in the case of Shruti Vora versus Securities and Exchange Board of India (SEBI).
Facts of the Case
SEBI initiated an investigation against members of a WhatsApp group suspected of leaking unpublished price-sensitive information (UPSI) relating to quarterly financial results of various companies. Seizures and searches were conducted, and penalties were imposed on those accused.
SEBI argued that the forwarded messages containing earnings data before official publication constituted insider trading.
Tribunal’s Reasoning and Judgment
On appeal, the SAT observed that SEBI failed to establish the source of the information or demonstrate that the appellants knew that the information was unpublished and price sensitive.
The Tribunal highlighted that merely forwarding received messages without knowing their sensitive nature does not amount to insider trading. Knowledge of the information’s status as unpublished price-sensitive information is a key element.
The Tribunal relied on prior rulings affirming that possession of UPSI requires a linkage between the source and the person in possession and that knowledge must be established on the preponderance of probabilities.
The absence of concrete evidence or attendant circumstances indicating insider knowledge led to the quashing of SEBI’s order and penalties.
UK Supreme Court Holds Uber Drivers Are Workers, Not Independent Contractors
In a landmark judgment with potential international implications, including in India, the UK Supreme Court held that Uber drivers qualify as workers entitled to employment benefits rather than independent contractors.
Background of the Legal Dispute
The case involved Uber BV versus Aslam and concerned whether drivers providing services via the Uber app were independent contractors or workers under UK employment law. The classification impacts entitlement to minimum wages, paid holidays, and other statutory benefits.
Lower tribunals ruled in favor of the drivers, and Uber appealed to the Supreme Court.
Arguments by Uber
Uber contended that the contractual relationship was between the driver and the passenger, not between Uber and the driver. Uber maintained that drivers were free to work whenever they wished and that Uber merely facilitated bookings and collected fares, deducting a service fee.
Supreme Court’s Findings
The Court analyzed the degree of control Uber exercised over drivers, including how rides were allocated, performance standards, fare calculations, and driver obligations.
The Supreme Court found that Uber exercised significant control over drivers, restricting their ability to increase earnings through entrepreneurial effort and placing them in a subordinate position.
The Court concluded that drivers were indeed workers and entitled to employment protections such as minimum wage and holiday pay.
This ruling overturns Uber’s appeal and has broad implications for gig economy workers worldwide.
Advocates Must Be Allowed to Register as Professionals on the MCA Portal: Delhi High Court
The Delhi High Court directed the Ministry of Corporate Affairs (MCA) to allow advocates enrolled with Bar Councils to register as professionals on the MCA portal for company and LLP registrations.
Background of the Petition
The MCA portal permits Chartered Accountants, Company Secretaries, and Cost Accountants to register as professionals authorized to incorporate companies and LLPs. However, advocates were excluded despite amendments in the Companies Act, 2013, permitting them to file incorporation documents.
The petitioner challenged the exclusion as discriminatory and contrary to the Companies Act.
High Court’s Decision
The Court held that the MCA must amend its portal and toolkit to include advocates as registered professionals, recognizing their statutory right to file incorporation documents.
The judgment emphasized that the exclusion of advocates was unjustified discrimination and that Bar Councils should be included as an option on the portal.
This decision enables advocates to provide company registration services alongside other recognized professionals.
Supreme Court Strikes Down West Bengal Housing Industry Regulation Act, 2017 for Conflict with RERA
The Supreme Court declared the West Bengal Housing Industry Regulation Act, 2017 (WBHIRA) unconstitutional due to its conflict with the central Real Estate (Regulation and Development) Act, 2016 (RERA). The case was Forum for People’s Collective Efforts versus the State of West Bengal.
Background and Legal Challenge
The petitioner, a homebuyers association, challenged the state Act because it duplicated and conflicted with the provisions of the central RERA legislation. Both laws aimed to regulate the housing industry and protect homebuyers, but overlapping provisions caused legal confusion and regulatory conflict.
Supreme Court’s Analysis
The Court held that since both WBHIRA and RERA occupy the same legislative field in the concurrent list, any conflict leads to central legislation prevailing. The state law encroached upon Parliament’s domain and was therefore unconstitutional.
However, the Court clarified that states are allowed to legislate on subjects allied or incidental to RERA, provided such laws do not conflict with the central Act.
The Court further ruled that striking down WBHIRA would not revive the earlier 1993 West Bengal Act on housing regulation, as it was impliedly repealed by RERA.
Directions and Impact
To avoid disruption, the Court directed that past registrations, sanctions, and permissions granted under WBHIRA before its striking down would continue to remain valid. This judgment promotes uniformity in real estate regulation and resolves legal uncertainty for homebuyers and developers in West Bengal.
Waiver of Pre-Deposit for Filing Appeal Before Debt Recovery Appellate Tribunal is Not Legally Sustainable
In Kotak Mahindra Bank Limited versus Ambuj A. Kasliwal, the Supreme Court ruled that the waiver of mandatory pre-deposit required for filing an appeal before the Debt Recovery Appellate Tribunal (DRAT) is not legally valid.
Case Background
The bank appealed against a High Court order that allowed guarantors to file an appeal before the DRAT without making any pre-deposit of the debt amount as required under Section 21 of the Recovery of Debts and Bankruptcy Act, 1993.
The High Court had exercised discretion to waive the pre-deposit in full.
Supreme Court’s Ruling
The Apex Court held that the statutory provision under Section 21 mandates a pre-deposit before filing an appeal in DRAT. The High Court did not have the power to waive this mandatory requirement.
The Court observed that such discretion cannot override the clear intent of the statute. Any waiver of the pre-deposit requirement in its entirety would be contrary to law.
The judgment reinforces that statutory procedures must be strictly followed in recovery proceedings and appeals.
Corporate Debtor Not Classified as MSME on CIRP Initiation Date Cannot Be Treated as MSME Later..
The Ahmedabad Bench of the National Company Law Tribunal (NCLT) ruled in the case of POSCO India Pune Processing Center Private Limited versus Dhaval Jitendrakumar Mistry that a corporate debtor not qualifying as a Micro, Small and Medium Enterprise (MSME) on the date of initiation of the Corporate Insolvency Resolution Process (CIRP) cannot claim MSME status retrospectively.
Facts and Issues
The corporate debtor applied for CIRP under the Insolvency and Bankruptcy Code. At the time of CIRP initiation, it did not qualify as an MSME. Later amendments to MSME classification criteria came into effect with retrospective intent.
The issue was whether the debtor could claim benefits applicable to MSMEs by retrospective application of the amended MSME norms.
Tribunal’s Interpretation
The NCLT emphasized the fundamental legal principle that statutes should not be given retrospective effect unless expressly provided.
The tribunal ruled that since the corporate debtor did not qualify as an MSME on the CIRP initiation date, it could not avail MSME benefits retrospectively.
This decision clarifies that benefits under MSME classifications will be governed by the law prevailing on the date of initiation of insolvency proceedings.
Insolvency and Bankruptcy Code Does Not Apply to Third-Party Property
In a crucial ruling, the Supreme Court examined the limits of the Insolvency and Bankruptcy Code (IBC) concerning third-party properties that do not belong to the corporate debtor undergoing insolvency proceedings. This was the case of Municipal Corporation of Greater Mumbai (MCGM) versus Abhilash Lal.
Background
The issue arose regarding whether properties owned by third parties but controlled or possessed by the corporate debtor could be included in the insolvency estate and subjected to liquidation or sale under the IBC.
The National Company Law Appellate Tribunal (NCLAT) had held in favor of inclusion, but the Supreme Court set aside this ruling.
Supreme Court’s Decision
The Court clarified that the IBC is intended to deal only with assets owned by the corporate debtor.
Properties belonging to third parties cannot be treated as part of the insolvent company’s estate.
The judgment protects third-party rights and restricts the scope of insolvency proceedings to the debtor’s assets.
This ruling provides clarity on asset ownership issues in insolvency cases, ensuring third parties are not adversely affected by IBC actions.
Overview of the Impact of These Judgments on Corporate Law and Practice
The rulings outlined in this part collectively have significant implications for corporate governance, insolvency resolution, consumer protection, and financial recovery processes.
The Supreme Court’s intervention in state real estate legislation promotes uniformity and clarity, avoiding regulatory confusion for stakeholders.
Strict enforcement of statutory procedures in debt recovery appeals enhances predictability and legal compliance in financial litigation.
Clarifications regarding MSME status during insolvency ensure fairness in applying benefits without retrospective distortions.
The protection of third-party assets in insolvency proceedings safeguards innocent parties’ interests and delineates clear boundaries for insolvency estates.
Together, these decisions strengthen the rule of law, ensure accountability, and foster a balanced approach between creditors’ rights, debtors’ responsibilities, and public interest.
Enforcement of Security Interest under SARFAESI Act: Bank’s Rights and Borrower’s Limitations
The SARFAESI Act empowers banks and financial institutions to enforce their security interests without the intervention of courts, streamlining the recovery of non-performing assets. The judiciary has reiterated banks’ rights to initiate recovery and the limited scope for borrowers to claim relief.
Overview of the SARFAESI Act
The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) allows secured creditors to enforce security interests by taking possession, sale, or lease of secured assets when borrowers default.
The Act provides financial institutions with a non-judicial remedy to recover dues efficiently, reducing delays common in traditional recovery litigation.
Judicial Safeguards for Banks
Courts have consistently upheld banks’ authority to enforce security interests under SARFAESI without prior permission, provided the bank follows procedural safeguards such as notice requirements.
In the case of Bijnor Urban Cooperative Bank Ltd. v. Meenal Agarwal, the Supreme Court emphasized that the bank is entitled to initiate recovery even if the borrower is eligible or not eligible for schemes like One Time Settlement.
Borrowers’ Limited Remedies
Borrowers cannot compel banks to provide concessions or settlement schemes as a matter of right. The discretion to grant settlements lies with the bank.
Further, the courts have held that once the security interest is enforced lawfully, borrowers must comply with recovery steps, including auction of mortgaged property if dues remain unpaid.
This judicial approach balances banks’ need for recovery with borrowers’ rights, ensuring that insolvency and debt recovery processes function effectively.
Significance of the One-Time Settlement Scheme and Its Limitations
The One Time Settlement scheme offers borrowers an opportunity to settle dues by paying a reduced amount as a compromise, providing relief in genuine cases of financial difficulty.
Purpose and Nature of OTS Schemes
OTS schemes are designed as discretionary tools by lenders to resolve bad debts amicably, reducing legal costs and recovering funds promptly.
They are often offered during economic downturns or specific government initiatives to help stressed borrowers.
Limitations on Borrowers
The courts have clarified that OTS is not a statutory right but a privilege granted at the lender’s discretion.
Borrowers who can pay dues as per the original loan agreement cannot insist on OTS benefits.
Granting OTS indiscriminately risks encouraging deliberate defaults and harms the financial system’s stability.
Impact of Judicial Rulings
Supreme Court rulings underline that courts cannot direct banks to grant OTS benefits against their policy.
This ensures that OTS schemes remain instruments of compromise, not tools for avoiding liabilities.
Insolvency Resolution for Personal Guarantors: Enhancing Recovery Mechanisms
The inclusion of personal guarantors under the Insolvency and Bankruptcy Code marks a major reform in debt recovery and insolvency resolution.
Role of Personal Guarantors
Personal guarantors stand as sureties for corporate debtors’ loans, providing additional security to lenders.
Historically, recovery from personal guarantors was challenging due to a lack of streamlined insolvency processes.
Extension of IBC Provisions to Personal Guarantors
The 2019 notification extended insolvency resolution provisions to personal guarantors, allowing simultaneous recovery proceedings.
The Supreme Court upheld this extension as valid and constitutionally sound.
Benefits of This Inclusion
Lenders gain a powerful tool to expedite recovery by invoking insolvency against guarantors while corporate insolvency proceedings are ongoing.
It improves the efficacy of debt recovery, deters default, and aligns personal guarantors’ responsibilities with corporate accountability.
Insider Trading and the Importance of Knowledge and Intent
The Securities Appellate Tribunal’s decision in the case involving WhatsApp messages clarifies essential aspects of insider trading law.
Defining Insider Trading
Insider trading involves dealing in securities based on material, non-public information to gain an unfair advantage.
Regulations require that the person knowingly possess published price sensitive information (UPSI).
Requirement of Knowledge and Intent
Possession of information alone is insufficient to prove insider trading.
Knowledge that the information is UPSI and the intent to use it for trading are necessary elements.
Implications of the SAT Ruling
The ruling protects individuals who forward information without knowing its sensitive nature.
It underscores the need for concrete evidence showing awareness of the information’s confidentiality before penalizing for insider trading.
Employment Status of Gig Economy Workers: Legal Perspectives from the UK Supreme Court
The UK Supreme Court’s ruling on Uber drivers addresses the evolving legal recognition of gig economy workers.
Worker vs. Independent Contractor
The classification determines the nature of employment benefits and protections available to individuals.
Independent contractors operate businesses on their own account, while workers have a contract of employment or a similar relationship.
Court’s Assessment of Uber Drivers’ Status
The Court found Uber’s control over drivers’ work, fare setting, and performance requirements indicative of a worker relationship.
Despite some contractual terms suggesting independence, practical realities showed subordination.
Broader Impact
This decision sets a precedent for assessing gig workers’ rights and may influence laws globally.
It raises questions about labor protections and benefits in app-based and platform economies.
Advocates’ Right to Register Companies on MCA Portal
The Delhi High Court ruled that advocates enrolled with Bar Councils must be allowed to register as professionals on the Ministry of Corporate Affairs (MCA) portal for company and LLP registrations.
Legal Basis for Advocates’ Inclusion
Section 7(1)(b) of the Companies Act, 2013,, allows advocates to file incorporation documents. Despite this, the MCA portal had excluded advocates as registered professionals, permitting only Chartered Accountants, Company Secretaries, and Cost Accountants.
Court’s Reasoning
The Court found the exclusion discriminatory and contrary to the amendment in the Companies Act. It directed the MCA to update the portal and toolkit to include advocates as professionals entitled to incorporate companies and LLPs.
Practical Implications
This judgment enables advocates to provide incorporation services officially, broadening professional avenues and ensuring parity among professionals qualified to assist with company formation.
Conflict Between State and Central Legislation: Lessons from the West Bengal Housing Act Case
The Supreme Court’s decision to strike down the West Bengal Housing Industry Regulation Act, 07,, highlights the doctrine of legislative repugnancy in the concurrent list.
Doctrine of Repugnancy
When a state law conflicts with a central law on a concurrent subject, the central law prevails.
WBHIRA conflicted with the Real Estate (Regulation and Development) Act, 2016 (RERA), which occupies the same legislative space.
Impact on State Legislation
The ruling reinforces that states cannot enact laws that undermine or duplicate central laws.
States may legislate on incidental or allied matters but must avoid inconsistency.
Effect on Regulatory Landscape
The judgment promotes uniformity in real estate regulation across India and prevents legal uncertainty for stakeholders.
Mandatory Pre-Deposit Requirement in Debt Recovery Appeals
The Supreme Court reaffirmed the mandatory nature of the pre-deposit requirement under Section 21 of the Recovery of Debts and Bankruptcy Act, 1993, in appeals before the Debt Recovery Appellate Tribunal (DRAT).
Importance of Pre-Deposit
Pre-deposit acts as a filter to discourage frivolous or vexatious appeals, ensuring only genuine cases proceed.
Judicial Limits on Waiver
Courts cannot waive this requirement in its entirety as it contravenes the statutory mandate.
This preserves the efficacy and credibility of debt recovery mechanisms.
Application of MSME Classification in Insolvency Proceedings
The NCLT’s ruling that MSME status cannot be claimed retrospectively after CIRP initiation preserves legal certainty and fairness.
Principle Against Retrospective Application
Statutes and classifications are applied as per law in force at the time of initiating legal or insolvency proceedings.
Protection of Stakeholders
This approach avoids manipulation of classifications to gain undue advantage during insolvency.
Protection of Third Party Property in Insolvency
The Supreme Court’s ruling affirming that third-party property cannot be included in the insolvency estate protects property rights and clarifies IBC’s scope.
Asset Ownership and Insolvency Estate
Only assets legally owned by the corporate debtor are subject to insolvency proceedings.
Safeguarding Innocent Parties
This prevents misuse of insolvency provisions to seize or sell assets belonging to unrelated parties.
Conclusion
The landmark rulings of 2021 have strengthened the legal framework governing corporate law, insolvency, financial recovery, and labor rights. They reinforce statutory mandates, clarify the limits of judicial intervention, and promote fairness among stakeholders. These decisions collectively contribute to the stability, transparency, and accountability essential for a robust corporate ecosystem.