BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,

ALLAHABAD BENCH, PRAYAGRAJ

I.A. NO. ________ OF 2022

IN

COMPANY PETITION (IB) NO. 07(ALD) OF 2021

IN THE MATTER OF:

ANJALI CAPFIN PRIVATE LIMITED … FINANCIAL CREDITOR
VERSUS
PRIMUSS PIPES & TUBES LIMITED
(FORMERLY KNOWN AS PREMIER PIPES LIMITED)
… CORPORATE DEBTOR

AND IN THE MATTER OF

SANYAM GOEL
RESOLUTION PROFESSIONAL
PRIMUSS PIPES & TUBES LIMITED
(FORMERLY KNOWN AS PREMIER PIPES LIMITED)
… APPLICANT
VERSUS

AJAY JAIN … RESPONDENT NO. 1

NAMO NARAYAN DUBEY … RESPONDENT NO. 2

HARBHAJAN KAUR … RESPONDENT NO. 3

SANTOSH JAIN … RESPONDENT NO. 4

PRAVEEN CHAUHAN … RESPONDENT NO. 5

ASHISH ISPAT PRIVATE LIMITED … RESPONDENT NO. 6

APPLICATION ON BEHALF OF THE RESOLUTION PROFESSIONAL OF

PRIMUSS PIPES & TUBES LIMITED UNDER SECTION 25(2)(j) & 43 OF THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 FOR SEEKING

AVOIDANCE OF THE PREFERENTIAL TRANSACTIONS AS DETERMINED

BY THE RESOLUTION PROFESSIONAL ALONG WITH AFFIDAVIT IN

SUPPORT

MOST RESPECTFULLY SHOWETH:

A. DETAILS OF THE APPLICATION AND PARTIES BEFORE THIS

HON’BLE ADJUDICATING AUTHORITY

1. That the Applicant herein is Mr. Sanyam Goel being the Resolution Professional

for M/s Primus Pipes & Tubes Limited (“Corporate Debtor”) as appointed by this

Hon’ble Adjudicating Authority vide order dated 13.06.2022 to carry out the

Corporate Insolvency Resolution Process (“CIRP”) in terms of the provisions of

the Insolvency and Bankruptcy Code, 2016 (“Code”). The instant Application is

being filed by the Resolution Professional for seeking avoidance of preferential

transactions entered into by the Corporate Debtor.

2. That the present Application is being filed against the beneficiaries and Suspended

Board of Directors of the Corporate Debtor for seeking avoidance of the

preferential transactions entered by the Suspended Directors/ Respondents &

Ashish Ispat Private Limited (Respondent No.6).

3. That Respondent No. 1 is Mr. Ajay Kumar Jain, Member of the Suspended Board

of Directors of the Corporate Debtor who is in jail at present. The Respondent No.

1 is a resident of 21, 28/10, H-1 Block, Kidwai Nagar, Kanpur-208011, Uttar

Pradesh, India. The service to Respondent No. 1 is served through the Jail

Superintendent having its address at: Kanpur Central, Kanpur.

4. That Respondent No. 2 is Mr. Namo Narayan Dubey, Member of the Suspended

Board of Directors of the Corporate Debtor having its address at: MMIG 67,

BHA. HARI. Ward, Sector A, Sitapur Road, Yojna, Behta, Lucknow Uttar

Pradesh-226021.

5. That Respondent No. 3 is Ms. Harbhajan Kaur, Member of the Suspended Board

of Directors of the Corporate Debtor having its address at: 10/492, Chak No. 10,

Khalasi Lines, Kanpur-208002.

6. That Respondent No. 4 is Mrs. Santosh Jain, Member of the Suspended Board of

Directors of the Corporate Debtor having its address at: H-1/10, Kidwai Nagar,

Kanpur-208011, Uttar Pradesh, India.

7. That Respondent No. 5 is Mr. Praveen Chauhan, Member of the Suspended Board
 of Directors of the Corporate Debtor having its address at: A-159, Ground Floor,

Sector-47, Noida Gautam Buddha Nagar, UP-201301.

8. That Respondent No. 6 is Ashish Ispat Private Limited having its Registered

Office at Plot no. 35,36, J.K. Iron Mill Compound, 84/20, Fazal Ganj Kanpur,

UP-208012, is a beneficiary to the preferential transaction carried out by the

Corporate Debtor.

B. JURISDICTION OF THIS BENCH

9. That the subject matter of the Application filed by the Applicant before this

Hon’ble Adjudicating Authority is within the jurisdiction of this Hon’ble

Adjudicating Authority on the following grounds:-

i. That the Registered Address of the Corporate Debtor is situated at

8/225-A, 2nd Floor, Arya Nagar, Kanpur – 208002, Uttar Pradesh

which is within the territorial jurisdiction of this Hon’ble

Adjudicating Authority.

ii. That this Hon’ble Adjudicating Authority vide order dated

13.06.2022 was pleased to initiate the Corporate Insolvency

Resolution Process in respect of the Corporate Debtor.

iii. Furthermore, this Hon’ble Adjudicating Authority has the

jurisdiction under Section 43 of the Code to decide the matters

which relate to the preferential transactions entered by the

Suspended Board of Directors of the Corporate Debtor.

C. LIMITATION (IF APPLICABLE)

10. That in view of Regulation 35A of the CIRP Regulations, the Applicant is

required on or before the seventy-fifth day of the insolvency commencement date,

to form an opinion whether the Corporate Debtor has been subjected to any

transaction covered under sections 43, 45, 50 or 66 and if the Applicant is of the

opinion that the Corporate Debtor has been subjected to any transactions covered
 under sections 43, 45, 50 or 66, the Applicant shall make a determination on or

before one hundred and fifteenth day of the insolvency commencement date and

further, if the Applicant makes a determination under sub-regulation (2) of

Regulation 35A of the CIRP Regulation, the Applicant shall file an application

before this Hon’ble Adjudicating Authority for appropriate relief on or before one

hundred and thirtieth day of the insolvency commencement date.

11. Even otherwise, the said Regulation 35A of the CIRP Regulations, 2016 has been

held to be a “directory” in nature. That the Hon’ble National Company Law

Appellate Tribunal (“NCLAT”) in a recent judgment, Aditya Kumar Tibrewal v.

Om Prakash Pandey & Ors., Company Appeal (AT) Insolvency No. 583 of 2021

formed following question of law for determination, i.e.,

“10. i. Whether an Application by the Resolution Professional relating to

a Transaction covered under Section 43, 45, 49 and 66 is mandatory to
be filed within the period of 135th Day of the Insolvency
Commencement Date and in event the Application is filed beyond such
period, the same is liable to be rejected due to non-compliance of
Regulation 35A of CIRP Regulations, 2016?

ii. Whether time period prescribed under Regulation 35A of the CIRP
Regulations, 2016 is mandatory or directory?

That after hearing both the parties in details and analysing settled principles

of law, the Hon’ble NCLAT opined as follows:

11. Questions I & II -

(iii). Regulation 35A prescribed a period during which Resolution

Professional has to form an opinion whether corporate debtor has
been subjected to any transaction covered under Section 43,45, 50 or
66 and the period during which he shall make a determination and a
period of one hundred thirty-fifth day of insolvency commencement
date during which he shall apply to the Adjudicating Authority. The
expression used in Regulation 35A “shall form an opinion” “shall
make a determination” and he “shall apply to the Adjudicating
Authority”. The question which has come up for consideration before
us is as to whether the time period prescribed for taking different
measures under Regulation 35A are mandatory and Resolution
Professional is not competent to take any action beyond the timeline
prescribed and due to non-compliance of timeline prescribed in
Regulation 35A, the Application deserves to be dismissed?
v. What is intend and purpose of using the expression “shall” in
Regulation 35A of the CIRP Regulations has to be looked into for
coming to a conclusion as to whether non-compliance of time period
prescribed in Regulation 35A of the CIRP Regulations vitiates all
actions taken by Resolution Professional. In the present case, the case
of the Appellant is that he came to know about the fraudulent
transaction i.e. lease deed dated 30th November, 2016 only on 15th
January, 2020 when Respondent No. 1 shared lease deed with the
Resolution Professional and thereafter the Application I.A. 742/2020
was filed. The Application filed being I.A. No. 742/2020 was
obviously filed beyond the period of 135th Day of Insolvency
Commencement Date. The rules of statutory interpretation for finding
out true nature of statutory provision, whether the mandatory or
directory, are well settled […]
vi. The I&B Code, 2016 contains timeline for different actions the
time period prescribed under Regulation 35A of the CIRP
Regulations is time period which casts a duty on the Resolution
Professional to take measures as prescribed in Regulation 35A of the
CIRP Regulations. The Privy Council in ‘Montreal Street Railway Vs.
Normandin’ AIR 1917 PC 142 had laid down following principles of
statutory interpretation:
“When the provisions of a statute relate to the performance of
a public duty and the case is such that to hold null and void
acts in neglect of this duty would work serious general
inconvenience, or injustice to persons who have no control
over those who are entrusted with the duty, and at the same
time would not promote the main object of the Legislature, it
has been the practice to hold such provisions to be directory
only.”

viii. Regulation 35A of the CIRP Regulations imposes a duty on the

Resolution Professional to take measure within the timeline as
prescribed. In performance of such duty the public in general has
no control including the Corporate Debtor. In event it is held that
any action taken by Resolution Professional beyond the time
prescribed in Regulation 35A of the CIRP Regulations is prohibited,
it shall cause serious general inconvenience or injustice to the
Corporate Debtor. One of the objective of the Code is to maximise
the assets of the Corporate Debtor. In event the actions taken by the
Resolution Professional after the timeline prescribed in Regulation
35A of the CIRP Regulations are to be annulled, the undervalued
and fraudulent transactions will go out of the reach of Resolution
Process, reach of the Court and shall cause great inconvenience
and injustice to Corporate Debtor. Hence, we are of the view that
timeline prescribed in Regulation 35A of the CIRP Regulations is
only directory and any action taken by the Resolution Professional
beyond the time prescribed under Regulation 35A of the CIRP
Regulations cannot be held to be non-est or void only on the ground
that it is beyond the period prescribed under Regulation 35A of the
CIRP Regulations. There may be genuine and valid reasons for
Resolution Professional not to file application for avoiding the
 transactions within time prescribed which are question relating to
each case and has to be examined on case-to-case basis and if there
are reasons due to which Resolution Professional could not file the
Application within time the same has to be examined on merit.

13. We thus answer Question Nos. I, II & III in following words:

Answer I The Application filed by the Resolution Professional

relating to Sections 43 and 45 read with Sections 66 and 60(5) of the
Code is not to be rejected filed beyond the period of 135th Day of
Insolvency Commencement Date only on the ground of non-
compliance of Regulation 35 A of the CIRP Regulations, 2016. It
shall depend on the facts of each case as to whether there are genuine
reasons to consider the Application on merits even filed beyond 135th
day.

Answer II The expression “shall” in regulation 35A (1), 35A(2) and

35A(3) is not mandatory and requirement of “forming an opinion”
under Section 35A(1) “make a determination” under Section 35A(2)
and “shall apply to the Adjudicating Authority for appropriate relief
on or before 135th day of the Insolvency Commencement Date” are
only directory.

D. BRIEF FACTS OF THE CASE:

12. That this Hon’ble Adjudicating Authority vide its order dated 13.06.2022 was

pleased to admit the captioned petition, i.e., Company Petition (IB)

No.07/ALD/2021 filed on behalf of the Financial Creditor, i.e., Anjali Capfin

Private Limited against the M/s. Primuss Pipes & Tubes Limited (formerly known

as Premier Pipes Limited) (hereinafter referred to as ‘Corporate Debtor’) for

initiating the Corporate Insolvency Resolution Process (hereinafter referred to as

‘CIRP’) under Section 7 of Insolvency and Bankruptcy Code, 2016 (hereinafter

referred to as ‘Code’). Copy of order dated 13.06.2022 passed by this Hon’ble

Adjudicating Authority is annexed herewith and marked as ANNEXURE A-1.

13. That vide an order dated 13.06.2022 this Hon’ble Adjudicating Authority whilst

admitting the application and declaring the moratorium inter-alia, appointed Mr.

Sanyam Goel/ Applicant as an Interim Resolution Professional (hereinafter

referred to as ‘IRP’) of the Corporate Debtor.

14. That in terms of Regulation 6(1) of the Insolvency and Bankruptcy Board of India
 (Insolvency Resolution Process for Corporate Persons) Regulations 2016

(hereinafter referred to as ‘CIRP Regulations, 2016’), the Interim Resolution

Professional made a public announcement in FORM A. In terms of Regulation 6

(2) (c), the last date for submission of proof of claim was specified as 27.06.2022.

A copy of the public announcement was duly uploaded on the website of the

Insolvency and Bankruptcy Board of India (IBBI). Copy of Public Announcement

in Form-A dated 14.06.2022 is annexed herewith and marked as ANNEXURE A-

2.

15. Pursuant to the public announcement, the Applicant received claims from the

Financial Creditors in FORM – C, as stipulated in Regulation 8 of the CIRP

Process of the Corporate Debtor and the Applicant has constituted the Committee

of Creditors (hereinafter referred to as ‘CoC’) in compliance with Section 21 of

the Code, 2016. The Applicant has constituted the CoC with the following

financial creditors:

SR. NO. FINANCIAL VOTING SECURED/

CREDITOR % UNSECURED

1. Anjali Capfin Private 20.18 Unsecured

Limited

2. Bank of Baroda 0.72 Secured

3. Kotak Mahindra Bank 79.10 Secured

Limited

Total 100.00

16. That the Applicant convened the 1st meeting of the CoC on 12.07.2022 wherein

the CoC in compliance with Section 22(2) of the Code resolved to appoint the

Applicant as the Resolution Professional (hereinafter referred to as ‘RP’) in terms

of the provisions of the Code.

17. That during the 1st CoC meeting, the Applicant proposed the agenda for the

appointment of Transaction Auditor. However, the representative of Anjali Capfin

 Pvt. Ltd. being a Financial Creditor suggested that in the previous CIRP of the

Corporate Debtor, information was collected by the previous RP of the Corporate

Debtor, and a lot of information can also be provided by the major lender of

Corporate Debtor being the Kotak Mahindra Bank. Accordingly, the CoC

members requested the RP to write emails to both the previous RP as well as

Kotak Mahindra Bank for seeking information from them and gather as much as

information related to the Corporate Debtor before taking a decision on the

appointment of a forensic Auditor and corresponding costs. Thereafter, at the

request of the CoC members, the aforesaid agenda was deferred to the next CoC

meeting. Copy of 1st meeting of the Committee of Creditors dated 12.07.2022 is

annexed herewith and marked as ANNEXURE A-3.

18. That the Applicant convened the 2nd meeting of the CoC on 19.08.2022, wherein

the Applicant placed the agenda before the CoC members to ratify and approve the

appointment of KRA & Co. – Chartered Accountant as Transaction Auditor. That

it is submitted that the Authorised Representative of the Kotak Mahindra Bank

raised the concern about the fees of the Forensic Auditor, in response to that, the

RP apprised the CoC members that the earlier Forensic Auditor prosed its fees Rs.

3,00,000 for conducting the audit of the Corporate Debtor, however, after having

negotiation with the Forensic Auditor and they agreed for Rs. 1,57,000 plus

applicable taxes. The RP further apprised the CoC members that the period of the

audit will be covered for three years, however, RP would request Transaction

Auditor to cover the Audit Period for 5 (five) years on which the CoC members

agreed. The relevant excerpts of the resolution are reproduced herein for the ready

reference of this Hon’ble Adjudicating Authority:

“7. TO RATIFY AND APPROVE THE APPOINTMENT AND

REMUNERATION OF KRA & CO. CHARTERED
ACCOUNTANT APPOINTED AS TRANSACTION AUDITOR

As per discussion, following resolution was passed with 99.28%

voting share.
 “RESOLVED THAT pursuant to the applicable provisions of
Insolvency and Bankruptcy Code, 201 read with rules and regulations
made thereunder the appointment and remuneration of KRA & Co.
Chartered Account as Transaction cum Forensic Auditor be and is
hereby ratified and approved at Professional fees of Consolidated
amount for 5 years as Rs. 1,25,000 (Rupees One Lakh Twenty Five
Thousand) plus applicable taxes and out of pocket expenses.
RESOLVED FURTHER THAT Resolution Professional be and is
hereby authorized to do all such acts, deed and things as may be
required or considered necessary or incidental thereto.”

The CoC was pleased to resolve and appoint KRA & Co. as the Transaction cum

Forensic Auditor to conduct the transaction audit as per the provisions of the

Code, 2016 based on the financial data/ records made available by the erstwhile

management. Copy of minutes of 2nd meeting of the COC dated 19.08.2022 is

annexed herewith and marked as ANNEXURE A- 4.

19. Subsequently, the Applicant issued an engagement letter on 20.08.2022 to M/s.

KRA & Co. (Transaction Auditor) to perform Transactional Auditing of accounts

of the Corporate Debtor for the lookback period from 01.04.2017 to 13.06.2022 as

prescribed under the Code, 2016.

20. That sub-section (1) of Section 25 casts a duty upon the Resolution Professional to

preserve and protect the assets of the corporate debtor, including the continued

business operations of the corporate debtor. For this purpose, clause (j) of sub-

section (2) of section 25 casts a duty upon the Resolution Professional to file an

application for the avoidance of transactions, if any, before the Adjudicating

Authority in accordance with Chapter III of the Code. Sections 43, 45, 49, 50, and

66 of Chapter III deal with preferential transactions, undervalued transactions,

transactions defrauding creditors, extortionate credit transactions, and fraudulent

and wrongful trading.

21. That in view of the duty casted upon the Applicant under the Code, whilst

examining the transactions of the Corporate Debtor investigated from the

 information/data/documents obtained by the Applicant from various sources as

abovesaid, the Applicant has observed that certain business transactions of the

Corporate Debtor as enumerated hereinafter have been carried out with an

intention to give undue advantages to some parties and also to cause loss to the

Financial Creditors.

22. That the Transaction Auditor appointed to review the accounts of the Corporate

Debtor submitted its final report to the Applicant on 07.11.2022 and based on the

findings of the Transactional Auditor, the Applicant determined various

transactions which fall under the scope of Section 43 & 66 of the Code, 2016.

Upon receiving the final transaction audit report, the Applicant is filing the present

application. Moreover, the timelines prescribed under Regulation 35A are

directory and not mandatory, however, the Applicant has taken all precautions to

frame an opinion, to determine the transactions, and to file the present application

as early as possible without any delay.

23. That it is submitted that the Forensic Auditor as appointed by the Applicant herein

completed the Transaction Audit Report and submitted the final report dated

07.11.2022, wherein, the Auditor has observed that based on the review conducted

of the data available for the period 01.04.2017 to 13.06.2022 certain transactions

falls within the purview of Section 43 & 66 of the Code. Copy of Transaction

Audit Report dated 07.11.2022 is annexed herewith and marked as ANNEXURE

A-5.

24. That for the convenience of this Hon’ble Adjudicating Authority and in

compliance with the directions issued by the Hon’ble Supreme Court of India in

the matter of Anuj Jain Interim Resolution Professional for Jaypee Infratech

Limited versus Axis Bank Limited etc in Civil Appeal Nos. 8512-8527 of 2019, the

Applicant is filing separate Applications for reporting transactions falling under

Sections 43, and 66 of the Code, 2016. The relevant excerpts of the judgment

passed by the Hon’ble Supreme Court are reproduced below for ready reference:
 29.1. However, we are impelled to make one comment regards the
application made by IRP. It is noticed that in present case, the IRP
moved one composite application purportedly under Sections 43, 45
and 66 of the Code while alleging that the transactions in question
were preferential as also undervalued and fraudulent. In our view, in
the scheme of the Code, the parameters and the requisite enquiries as
also the consequences in relation to these aspects are different and
such difference is explicit in the related provisions. As noticed, the
question of intent is not involved in Section 43 and by virtue of legal
fiction, upon existence of the given ingredients, a transaction is
deemed to be of giving preference at a relevant time. However,
whether a transaction is undervalued requires a different enquiry as
per Sections 45 and 46 of the Code and significantly, such
application can also be made by the creditor under Section 47
of the Code. The consequences of undervaluation are contained in
Sections 48 and 49. Per Section 49, if the undervalued transaction
is referable to sub-section (2) of Section 45, the Adjudicating
Authority may look at the intent to examine if such
undervaluation was to defraud the creditors. On the other hand,
the provisions of Section 66 related to fraudulent trading and
wrongful trading entail the liabilities on the persons responsible
therefor. We are not elaborating on all these aspects for being
not necessary as the transactions in question are already held
preferential and hence, the order for their avoidance is required
to be approved; but it appears expedient to observe that the
arena and scope of the requisite enquiries, to find if the
transaction is undervalued or is intended to defraud the
creditors or had been of wrongful/fraudulent trading are entirely
different. Specific material facts are required to be pleaded if a
transaction is sought to be brought under the mischief sought to
be remedied by Sections 45/46/47 or Section 66 of the Code. As
noticed, the scope of enquiry in relation to the questions as to whether
a transaction is of giving preference at a relevant time, is entirely
different. Hence, it would be expected of any resolution professional
to keep such requirements in view while making a motion to the
Adjudicating Authority.

25. That the instant application is being filed to bring the preferential transactions to

the notice of this Hon’ble Adjudicating Authority so that appropriate orders may
 be passed for the avoidance of such transactions. The Applicant submits that the

object of the Code inter-alia is to maximize the assets of the Corporate Debtor,

which has wrongfully dissipated on account of the avoidable transactions being

elucidated hereinafter.

26. Under Section 43 of the Code, a preference shall be deemed to have been given by

way of transfer of property for the benefit of any creditor, surety, or guarantor on

account of an antecedent debt or liability, and such transfer has the effect of

putting such creditor, surety or guarantor in a beneficial position than it would

have been if the distribution of assets had been made in accordance with the

provisions of Section 53 of the Code. ‘Property’ for the purpose of the Code has

been defined under Section 3(27) thereunder, wherein the term has been said to

include money, goods, actionable claims, land, and any other description of

property or interest, irrespective of the nature and location of the same.

27. Under the provisions of Section 43(4) of the Code, preference shall be deemed to

be given a relevant time if it is given during the period of two years preceding the

insolvency commencement date to a related party and one year in the case of a

person other than a related party.

28. That the transactions determined by the Resolution Professional do cover all the

ingredients of section 43 of the Code, 2016, and its related provisions, which deal

with preferential transactions. The excerpts of section 43 of the Code, 2016 are

reproduced hereinbelow for ready reference:

43. Preferential transactions and relevant time:

(1) Where the liquidator or the resolution professional, as the case
may be, is of the opinion that the corporate debtor has at a relevant
time given a preference in such transactions and in such manner as
laid down in sub-section (2) to any persons as referred to in sub-
section (4), he shall apply to the Adjudicating Authority for avoidance
of preferential transactions and for, one or more of the orders
referred to in section 44.
(2) A corporate debtor shall be deemed to have given a preference, if
—
(a) there is a transfer of property or an interest thereof of the
corporate debtor for the benefit of a creditor or a surety or a
guarantor for or on account of an antecedent financial debt or
operational debt or other liabilities owed by the corporate
debtor; and
(b) the transfer under clause (a) has the effect of putting such
creditor or a surety or a guarantor in a beneficial position
than it would have been in the event of a distribution of assets
being made in accordance with section 53.

(3) For the purposes of sub-section (2), a preference shall not include
the following transfers—
(a) transfer made in the ordinary course of the business or
financial affairs of the corporate debtor or the transferee;
(b) any transfer creating a security interest in property
acquired by the corporate debtor to the extent that—
(i) such security interest secures new value and was
given at the time of or after the signing of a security
agreement that contains a description of such property
as security interest and was used by corporate debtor
to acquire such property; and
(ii) such transfer was registered with an information
utility on or before thirty days after the corporate
debtor receives possession of such property:
Provided that any transfer made in pursuance of the order of a court
shall not, preclude such transfer to be deemed as giving of preference
by the corporate debtor.

Explanation.—For the purpose of sub-section (3) of this section, "new

value" means money or its worth in goods, services, or new credit, or
release by the transferee of property previously transferred to such
transferee in a transaction that is neither void nor voidable by the
liquidator or the resolution professional under this Code, including
proceeds of such property, but does not include a financial debt or
operational debt substituted for existing financial debt or operational
debt.

(4) A preference shall be deemed to be given at a relevant time, if—

 (a) it is given to a related party (other than by reason only of
being an employee), during the period of two years preceding
the insolvency commencement date; or
(b) a preference is given to a person other than a related party
during the period of one year preceding the insolvency
commencement date.

29. At the very outset, the Applicant submits that the preferential transaction

discussed herein under, has been carried out by the erstwhile management/

Respondents with the sole intent of giving preference to certain creditors and thus,

to leave little for distribution among the creditors of the Corporate Debtor after

commencement of CIRP in terms of section 53 of the Code, 2016. All such

beneficiaries have been referred to as “Beneficial Creditor(s)” for the purpose of

the transactions reported.

30. That the summary of the preferential transaction reported in the present

application is reproduced below for the convenience of this Hon’ble Adjudicating

Authority:

Transaction Particulars Amount

Nos. (Rupees
in lakhs)

1. Ashish Ispat Private Limited 63.74

TOTAL 63.74

31. That the Applicant submits that the monies transferred under preferential

transactions to the beneficiary is amounting to Rs. 63.74 Lakhs which is being

prayed to be returned/ contributed to the assets of the Corporate Debtor along with

interest.

32. The details of the transactions determined by the Applicant as well as by the

Transactional Auditor as summarized hereinabove are provided below for the

proper adjudication of the present Application.

 PREFERENTIAL TRANSACTION WITH ASHISH ISPAT PRIVATE
LIMITED/RESPONDENT NO. 7

33. That the Applicant and Transactional Auditor examined the financial data made

available for scrutiny and observed that there was an amount to the tune of Rs.

63.74 lakhs was transferred by Respondent No. 1 to 5 in the name of Respondent

No. 6 who is an operational creditor of the Corporate Debtor.

34. That it was further observed that Respondent no. 6 filed a company petition

bearing C.P (IB) No. 353 (ALD) of 2019 against the Corporate Debtor claiming an

amount of Rs. 1,05,88,978 to be due and payable. It is pertinent to mention here

that this Hon’ble Adjudicating Authority vide order dated 04.08.2021 was pleased

to initiate the CIRP proceeding against the Corporate Debtor. Copy of Order dated

04.08.2021 passed by this Hon’ble Adjudicating Authority is annexed herewith

and marked as ANNEXURE A-6.

35. That the Transaction Auditor observed that on 25.08.2021, Respondent No.1 to 5

offered an amount of Rs. 63,74,000/- to Respondent No. 6 to settle the matter, and

the previous IRP filed an application bearing I.A. No. 267 of 2021 in terms of

Section 12A of the Code, 2016 for withdrawal of the petition bearing C.P. (IB)

No. 353 (ALD) of 2019. It is further submitted that this Hon’ble Adjudicating

Authority vide order dated 29.09.2021 was pleased to dismiss the application and

further observed that such withdrawal cannot be allowed till the approval is

obtained from the Committee of Creditors. Copy of Order dated 29.09.2021

passed by this Hon’ble Adjudicating Authority is annexed herewith and marked as

ANNEXURE A-7.

36. That it is pertinent to mention here that the suspended board of directors and

Respondent No. 6 preferred an appeal bearing C.A. (AT) (Ins.) No. 893 of 2021 &

C.A. (AT) (Ins.) No. 892 of 2021 respectively, before the Hon’ble National

Company Law Appellate Tribunal, New Delhi, and challenged the impugned

order dated 29.09.2021 passed by this Hon’ble Adjudicating Authority.

37. That it is worthwhile to mention here that the Hon’ble Appellate Tribunal vide

order dated 07.01.2022 was pleased to allow the appeal and set aside the order

dated 29.09.2021 and further allowed the Application bearing I.A. No. 267 of

2021 filed by the previous IRP before the Hon’ble Adjudicating Authority. Copy

of order dated 07.01.2022 passed by the Hon’ble NCLAT is annexed herewith and

marked as ANNEXURE A-8.

38. It was further observed that Respondent No.1 to 6 paid an amount of Rs.

63,74,000 to Respondent No. 6 through Demand Draft and Cheques. It is

submitted that the said repayment to the Operational Creditor was made in FY

2021-22, i.e., within 1 year from the date of commencement of the Corporate

Insolvency Resolution Process.

39. That from the aforementioned facts, it prima facie appears that Respondent Nos. 1

to 5 have given preferential treatment to Respondent No. 6 in making a payment

towards an antecedent operational debt. By effecting this transaction, the erstwhile

management of the Corporate Debtor has put Respondent No. 6 in a beneficial

position than it would have been in the event of a distribution of assets being made

in accordance with section 53 of the Code, 2016.

40. In view of the above, the Applicant prays this Hon’ble Adjudicating Authority to

pass appropriate order in terms of Section 44 of the Code, 2016 by reversing the

effect of the transaction entered upon by the Corporate Debtor and direct the

Respondents to make payment jointly or severally of Rs. 63,74,000/- to the

Applicant along with interest.

41. That the Applicant craves the leave of this Hon’ble Adjudicating Authority to

consider the facts of the transactions discussed hereinabove in the Application for

the purpose of passing an order under Section 44 of the Code, 2016 directing the

Beneficial Creditors, Respondents to pay an amount of Rs. 63,74,000/-, which is

equivalent to the preferential payments received by the Beneficial Creditors from

 the Corporate Debtor along with the interest as this Hon’ble Adjudicating

Authority deems fit to award, as the Corporate Debtor has put, the Respondent

Nos. 7 in a beneficial position than it would have been in the event of the

distribution of assets being made in accordance with Section 53 of the Code, 2016.

42. That in view of the above the following transactions with operational creditors of

the Corporate Debtor is within the relevant period i.e., the financial year 2021-22

as provided under Section 43(4)(a) of the Code. That it is submitted that the

suspended directors whilst making the aforesaid payments in preference was very

much aware of the financial stress/crunch and were admittedly in default to its

own lenders i.e., the Financial Creditors as stated aforesaid. However, at such

time, the promoters/directors of the Corporate Debtor have made preferential

payments to operational creditors/ vendors and settled the liability of Rs.

63,74,000/- within the relevant time as per Section 43(4) of the Code, i.e., within

one years of the Insolvency Commencement Date. By way of the said transactions

reported hereinabove, the liability of the Corporate Debtor of Rs. 63,74,000 to

Operational Creditors, thereby transferred a property (money) for the benefit of

the said creditors on account of an operational debt owed by the Corporate Debtor

and such transfer was done within the relevant period and therefore, the said

transfer had the effect of putting in a beneficial position than they would have

been in the event of distribution of assets being made in accordance with Section

53.

43. In this regard, it is relevant to mention here that the transaction entered between

the Respondents falls within the purview of Section 43 of the Code. Section 43(2)

of the Code provides that a corporate debtor shall be deemed to have given a

preference if there is a transfer of property or an interest thereof of the corporate

debtor for the benefit of a creditor for or on account of an antecedent financial

debt or operational debt or other liabilities owed by the corporate debtor; and the

transfer has the effect of putting such creditor or a surety or a guarantor in a

 beneficial position than it would have been in the event of a distribution of assets

being made in accordance with Section 53 of the Code, 2016.

44. That in view thereof, Respondent Nos.1 to 5 have given preference as there is a

transfer of property (defined under Section 3(27) of the Code), which includes

money for the benefit of an operational creditor for debt owed by the corporate

debtor; and the said transfer has the effect of putting such operational creditor in a

beneficial position than it would have been in the event of a distribution of assets

being made in accordance with section 53 of the Code.

45. That the said transaction has taken place within the ‘relevant time’ within the

meaning of Section 43(4)(b) of the Code, which is reproduced hereinunder: -

43. (4) A preference shall be deemed to be given at a relevant time, if—

(a) it is given to a related party (other than by reason only of

being an employee), during the period of two years preceding
the insolvency commencement date; or
(b) (b) a preference is given to a person other than a related
party during the period of one year preceding the insolvency
commencement date.

46. That issue with respect to a ‘preferential transaction’ within the meaning of

Section 43 of the Code came to be interpreted by the Hon’ble Supreme Court in

the matter of Anuj Jain Interim Resolution Professional for Jaypee Infratech

Limited v. Axis Bank Limited Etc. Civil Appeal Nos. 8512-8527 of 2019 dated

26.02.2020 the following ingredients are required for a transaction to come under

the purview of Section 43 and are subject to avoidance, where the transaction

took place within the specified suspect period; the transaction involved a

transfer to a creditor on account of a pre-existing debt; and as a result of the

transaction, the creditor received a larger percentage of its claim from the

debtor’s assets than other creditors of the same rank or class (in other words, a

preference).
47. The Hon’ble Supreme Court in the matter of Anu Jain (Supra) has held that

Section 43 of IBC, 2016 creates a legal fiction and preference shall be deemed to

have been given if the ingredients of the Section 43 of IBC, 2016 are satisfied and

it is immaterial whether or not the parties in question intended to give any

preference or not. The relevant paras of the said judgement are excerpted

hereunder for ready reference:

“19.3. On a conspectus of the principles so enunciated, it is clear that

although the word ‘deemed’ is employed for different purposes in
different contexts but one of its principal purpose, in essence, is to deem
what may or may not be in reality, thereby requiring the subject-matter
to be treated as if real. Applying the principles to the provision at hand
i.e., Section 43 of the Code, it could reasonably be concluded that any
transaction that answers to the descriptions contained in sub-sections (4)
and (2) is presumed to be a preferential transaction at a relevant time,
even though it may not be so in reality. In other words, since sub-
sections (4) and (2) are deeming provisions, upon existence of the
ingredients stated therein, the legal fiction would come into play; and
such transaction entered into by a corporate debtor would be regarded
as preferential transaction with the attendant consequences as per
Section 44 of the Code, irrespective whether the transaction was in fact
intended or even anticipated to be so.”

48. Furthermore, the Hon’ble Supreme Court of India in the said matter of Anuj Jain

(Supra), has laid down the test to be satisfied for adjudicating a transaction as a

preferential transaction under Section 43 of IBC, 2016. The relevant paras are

reproduced hereunder for ready reference:

“19.5. Thus, the net concentrate of Section 43 is that if a transaction

entered into by a corporate debtor is not falling in either of the
exceptions provided by sub-section (3) and satisfies the three-fold
requirements of sub-sections (4) and (2), it would be deemed to be a
preference during a relevant time, whether or not in fact it were so; and
whether or not it were intended or anticipated to be so.

20. The analysis foregoing leads to the position that in order to find as to
whether a transaction, of transfer of property or an interest thereof of the
corporate debtor, falls squarely within the ambit of Section 43 of the
 Code, ordinarily, the following questions shall have to be examined in a
given case:

(i) As to whether such transfer is for the benefit of a creditor or a surety

or a guarantor?

(ii) As to whether such transfer is for or on account of an antecedent

financial debt or operational debt or other liabilities owed by the
corporate debtor?

(iii) As to whether such transfer has the effect of putting such creditor or
surety or guarantor in a beneficial position than it would have been in
the event of distribution of assets being made in accordance with Section
53?

(iv) If such transfer had been for the benefit of a related party (other than
an employee), as to whether the same was made during the period of two
years preceding the insolvency commencement date; and if such transfer
had been for the benefit of an unrelated party, as to whether the same
was made during the period of one year preceding the insolvency
commencement date?

(v) As to whether such transfer is not an excluded transaction in terms of

sub-section (3) of Section 43?”

49. That Hon’ble Apex Court in the said case also reflected on what transactions

would constitute to be in ‘ordinary course of business’ for exclusion under Section

43(3) and held that purposive interpretation ought to be given to such terms duly

taking into account the health of the Corporate Debtor and to further the intent of

legislature behind incorporating provisions of Sec 43 to protect the interest of

stakeholders. The Hon’ble Apex Court also held that the ordinary course of

business, ought to be seen from the perspective of the Corporate Debtor as well as

the transferee. The relevant paras of the judgement are reproduced hereunder for

ready reference.

“25.2.2 Another feature of vital importance is that the matter is

examined with reference to the dealing and conduct of the
corporate debtor; and qua the health and prospects of the corporate
debtor. Applying the well-known principles of noscitur a sociis,
 whereunder the questionable meaning of a doubtful word could be
derived and understood from its associates and context; and usefully
recapping that the scheme of Section 43 of the Code is essentially of
scanning through the affairs of the corporate debtor and to discredit
and disregard such transaction by the corporate debtor which tends
to give unwarranted benefit to one of its creditor/surety/guarantor
over others, in our view, the purport of clause (a) of sub-section (3)
of Section 43 is also principally directed towards the corporate
debtor’s dealings. In other words, the whole of conspectus of sub-
section (3) is that only if any transfer is found to have been made by
the corporate debtor, either in the ordinary course of its business or
financial affairs or in the process of acquiring any enhancement in its
value or worth, that might be considered as having been done
without any tinge of favour to any person in preference to others
and thus, might stand excluded from the purview of being
preferential, subject to fulfilment of other requirements of sub-
section (3) of Section 43.

25.3. Needless to reiterate that if the transfer is examined with

reference to the ordinary course of business or financial affairs of the
transferee alone, it may conveniently get excluded from the rigour of
sub-section (2) of Section 43, even if not standing within the scope of
ordinary course of business or financial affairs of the corporate
debtor. Such had never been the scheme of the Code nor the intent
of Section 43 thereof.”

50. Furthermore, the Hon’ble Supreme Court of India in the said matter of Anuj Jain

(Supra) has laid down the condition wherein a resolution professional is ordinarily

required to do if the ingredients of Section 43 of IBC, 2016 are satisfied. The

relevant paras of the said judgment are reproduced for ready reference:

“28.1. Looking to the legal fiction created by Section 43 and looking

to the duties and responsibilities per section 25, in our view, for the
purpose of application of Section 43 of the Code in any insolvency
resolution process, what a resolution professional is ordinarily
required to do could be illustrated as follows:

[ 1. In the first place, the resolution professionals hall have to take two
major but distinct steps. One shall be of sifting through the entire
cargo of transaction cargo of transactions relating to the property or
an interest thereof of the corporate debtor backwards from the date of
commencement of insolvency and up to the preceding two years. The
other distinct step shall be of identifying the persons involved in such
transactions and of putting them in two categories; one being of the
persons who fall within the definition of ‘related party’ in terms of
Section 5(24) of the Code and another of the remaining persons.

2. In the next step, the resolution professional ought to identify as to

in which of the said transactions of preceding two years, the
beneficiary is a related party of the corporate debtor and in which the
beneficiary is not a related party. It would lead to bifurcation of the
identified transactions into two sub-sets: One concerning related
party/parties and other concerning unrelated party/parties with each
sub-set requiring different analysis. The sub-set concerning unrelated
party/parties shall further be trimmed to include only the transactions
of preceding one year from the date of commencement of insolvency.
3. Having thus obtained two sub-sets of transactions to scan, the steps
thereafter would be to examine every transaction in each of these sub-
sets to find: (i) as to whether the transaction is of transfer of property
or an interest thereof of the corporate debtor; and (ii) as to whether
the beneficiary involved in the transaction stands in the capacity of
creditor or surety or guarantor qua the corporate debtor. These steps
shall lead to shortlisting of such transactions which carry the
potential of being preferential.
4. In the next step, the said shortlisted transactions would be
scrutinised to find if the transfer in question is made for or on account
of an antecedent financial debt or operational debt or other liability
owed by the corporate debtor. The transactions which are so found
would be answering to clause (a) of sub-section (2) of Section 43.
5. In yet further step, such of the scanned and scrutinised
transactions that are found covered by clause (a) of sub-section (2) of
Section 43 shall have to be examined on another touchstone as to
whether the transfer in question has the effect of putting such creditor
or surety or guarantor in a beneficial position than it would have
been in the event of distribution of assets per Section 53 of the Code.
If answer to this question is in the affirmative, the transaction under
examination shall be deemed to be of preference within a relevant
time, provided it does not fall within the exclusion provided by sub-
section (3) of Section 43.
6. In the next and equally necessary step, the transaction which
otherwise is to be of deemed preference, will have to pass through
 another filtration to find if it does not answer to either of the clauses
(a) and (b) of sub-section (3) of Section 43.
7. After the resolution professional has carried out the aforesaid
volumetric as also gravimetric analysis of the transactions on the
defined coordinates, he shall be required to apply to the Adjudicating
Authority for necessary order/s in relation to the transaction/s that
had passed through all the positive tests of sub-section (4) and sub-
section (2) as also negative test of sub-section (3).

51. From the ratio of the above judgment of the Hon’ble Supreme Court, the issue is

to be determined and to arrive at whether the said transaction is a preferential

transaction or not? The resolution professional is required to do the following as

decided by the Hon’ble Supreme Court in the above paragraph. It is submitted that

it is the duty of the Resolution Professional to consider the test as laid down by the

Hon’ble Supreme Court of India in order to proceed with Section 43 of the Code,

2016. Such tests are:

a. Whether the transaction is between the related party as defined in

Section 5(24) of the Code and another is a non-related party.

b. If the party is non-related, the Resolution professional has to see

whether the transaction is proceeding one year from the date of

commencement of Insolvency.

52. That in the present case, from the documents, it is crystal clear that Respondent

No. 6 is not a related party, and the transaction is preceding one year from the date

of admission of the application by this Hon’ble Adjudicating Authority on

13.06.2022. It is submitted that the transaction done by the Corporate Debtor with

Respondent No.6 was done in August 2021, and the Company petition bearing

C.P. (IB) No. 07 (ALD) of 2021 for initiating the CIRP of the Corporate Debtor

was admitted on 13.06.2022 is well within one year preceding the admission of the

Application. Therefore, the criteria as enunciated under the Code and the law laid

down by the Hon’ble Supreme Court, are squarely applicable to the facts of the

present case. In the present case, admittedly Respondent No. 1 to 5 entered into a
 preferential transaction with Respondent No. 6 as evident from the transaction and

there is no dispute with regard to the same.

53. In this regard, it is worthwhile to refer to the judgment dated 27.08.2021 passed by

the Hon’ble Appellate Tribunal, Chennai in the matter of “Kushal Traders v. T.V.

Bala Subramanian, Resolution Professional of Sholingur Textiles Limited – CA

(AT) (Ins) No. 189 of 2021”, wherein the Hon’ble Appellate Tribunal held that:-

“17. In the present case, from the documents, it is crystal clear that
the Appellant is not a related party and the transaction is preceding
one year from the date of admission of the application by the
Adjudicating Authority on 04.02.2019. The sale deed dated
04.07.2018 and the application was admitted on 04.02.2019, is well
within one year preceding the admission of Application. Therefore,
the criteria as enunciated under the Code and the Law laid down by
the Hon’ble Supreme Court, squarely applicable to the facts of the
present case. Further, the Resolution Professional need to see
whether the property belongs to the Corporate Debtor or not? In the
present case, admittedly the property belongs to the Corporate
Debtor as evident from the sale deed and there is no dispute with
regard to the same. Therefore, the criteria as prescribed by the
Hon’ble Supreme Court in the above judgment is fulfilled and the
‘Adjudicating Authority’ rightly allowed the Application of the
Resolution Professional.
xxx.
19. Therefore, this Tribunal is of the view that the said transaction is
a preferential transaction and not in the ordinary course of business.
Further, this Tribunal is of the considered opinion that the said
transaction entered between the Appellant and the Corporate Debtor
by executing sale deed dated 4-7-2018 certainly prejudice the interest
of other Creditors who have precedence in relation to the claim being
settled ahead of the Appellant or even in relation to other
'Operational Creditors' who are similarly placed like the 'Appellant'.

54. That the aforesaid transaction evidently demonstrates that the Respondents have

entered into the said transactions for payment/ settlement of debt of an operational

creditor, while the Corporate Debtor was already deep in debt and not operational

and such transactions had the effect of putting the operational creditor in a
preferential position, as they would not have received any amount if the

distribution is made in accordance with the provisions of Section 53 of the Code.

The preferential transaction assailed in this application thus pass the test laid down

by the Hon’ble Apex Court for adjudication of transactions under Section 43 of

IBC, 2016 as under:

S. NO. CRITERIA FACTS QUA

TRANSACTIONS OF

CORPORATE DEBTOR

1. As to whether such transfer is The transaction lead to recovery

for the benefit of a creditor or of an operational debt from the
a surety or a guarantor? Corporate Debtor, thereby
benefiting such creditors

2. (ii) As to whether such transfer The transfer funds/ claims of the

is for or on account of an Corporate Debtor purportedly
antecedent financial debt or have been made for payment/
operational debt or other settlement of an operational debt.
liabilities owed by the
corporate debtor?

3. (iii) As to whether such The Corporate Debtor was in

transfer has the effect of continuing default to its secured
putting such creditor or surety financial creditor for nearly 2
or guarantor in a beneficial yearsyears when the transactions
position than it would have under reference were entered to
been in the event of distribution repay the operational debt to the
of assets being made in suppliers. As such in the given
accordance with Section 53? case the operational creditors
would not have received any
distribution under Section 53 of
IBC, 2016 whereas under the
transactions they have made a
recovery of Rs. 63.74 lakhs, the
transactions have the effect of
putting operational debt in a
beneficial position than in
 distribution under Section 53 of
the Code.

4. (iv) If such transfer had been The transactions have been

for the benefit of a related carried out with the operational
party (other than an employee), creditor of the Corporate Debtor
as to whether the same was within a period of 1 year from
made during the period of two CIRP Commencement date.
years preceding the insolvency
commencement date; and if
such transfer had been for the
benefit of an unrelated party,
as to whether the same was
made during the period of one
year preceding the insolvency
commencement date?

5. (v) As to whether such transfer The transactions are not in the

is not an excluded transaction
in terms of sub-section (3) of
Section 43?”
ordinary course of business, for
the following reasons:
- The Corporate Debtor was in
continuous default in repayment
of its obligations to secured
financial creditors for nearly 2
years, at the time of such
transactions
- The transactions were
undertaken to prejudice the
recovery of other stakeholders
and to the benefit of the
operational creditor.

55. That the aforesaid transactions have satisfied the conditions as enumerated in the

judgment of the Hon’ble Supreme Court (supra) and fulfils the ingredients of

Section 43 of the Code.

56. Thus, it is submitted that despite Secured Financial Creditors who gain precedence

over the Operational Creditors over the category under which Respondent No. 6

falls, a preference has been given to Respondent No.6, thereby prejudicing the
 interest of the other Creditors who either have precedence in relation to the claim

being settled much ahead of the Respondent No.6 or even in relation to the other

Operational Creditors who are similarly placed like the Respondent No. 6.

57. In addition to the above, it is a well-settled proposition of Insolvency Law all over

the world that only if any portion of the property is salvaged for the benefit of the

Company or any portion was available in surplus for the satisfaction of other

unsecured or secured creditors, it may be possible to infer bonafide. However, if

the payment is made or preferred to be made to the Operational Creditor over

other creditors/ stakeholders, then it is evident that the Corporate Debtor was

actually facilitating one creditor over the others for the earlier realization of his

debt. In the instant case, Respondent No. 1 to 5 have preferred payment to an

operational creditor at the time when the accounts of the Corporate Debtor were

defaulted in the year 2019, i.e., much before and the Respondents were very much

aware that the insolvency of the Corporate Debtor is imminent.

58. That in view of the aforesaid facts and circumstances and in view of the duty

casted upon the Resolution Professional in terms of Section 25(2)(j) of the Code,

the Applicant is filing the present application under Section 43 of the Insolvency

& Bankruptcy Code, 2016 seeking appropriate directions against the Respondents

for the avoidance of preferential transactions.

59. The balance of convenience and inconvenience and the prima facie case are in

favour of orders as prayed for herein.

60. That the instant application is bona fide and is being filed in the interest of justice

and to advance the objectives of the Code.

PRAYER

In the premises, it is most respectfully prayed that this Hon’ble Adjudicating

Authority may graciously be pleased to:

a. Allow the present application;

b. Pass an order declaring the transaction entered into by Respondent No. 1 to

5 being the directors of the Corporate Debtor with Respondent Nos. 6 being

an operational creditor as summarized in paragraph No. 30 and detailed in

paragraph Nos. 33 to 38 as preferential transactions within the meaning of

Section 43 of the Code;

c. Pass an order under Section 44 of the Code to issue directions to the

Respondents to reverse the said transactions and consequentially direct the

Respondents to pay an amount of Rs. 63.74 lakhs in the account of the

Corporate Debtor;

d. Pass appropriate orders under Section 44 of the Code and issue directions to

the directors of the Corporate Debtor to make such contributions to the

assets of the Corporate Debtor as it may deem fit;

e. Pass such other or further Order/ Order(s) as may be deemed fit and proper

in the facts and circumstances of the instant case.

APPLICANT
MR. SANYAM GOEL
RESOLUTION PROFESSIONAL
PRIMUSS PIPES & TUBES LIMITED
(FORMERLY KNOWN AS PREMIER PIPES LIMITED)

FILED THROUGH

LAW OFFICES OF A. ANAND

E-192-193, FIRST FLOOR
AMAR COLONY, LAJPAT NAGAR –IV
NEW DELHI – 110024
+91-8800343000, 9811003550
EMAIL: abhishek.anand@aanandlaw.com
DATE: .11.2022
PLACE: NEW DELHI
 BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL,
ALLAHABAD BENCH, PRAYAGRAJ
I.A. NO. ________ OF 2022
IN
C. P. (IB) NO. 07(ALD) OF 2021
IN THE MATTER OF:
ANJALI CAPFIN PRIVATE LIMITED … FINANCIAL CREDITOR
VERSUS
PRIMUSS PIPES & TUBES LIMITED
(FORMERLY KNOWN AS PREMIER PIPES LIMITED)
… CORPORATE DEBTOR

AFFIDAVIT

I, Sanyam Goel, S/o Sh. Rajesh Kumar Goel, aged about 38 years acting as Resolution

Professional for Primuss Pipes & Tubes Limited, having its office at Unit No. 110, First

Floor, JMD Pacific Square, Sector 15, Part II, Gurugram – 122001, presently at New

Delhi, do hereby solemnly affirm and declare on oath as under:-

1. That I have been appointed as the Resolution Professional for Primuss Pipes &

Tubes Limited, by Hon’ble NCLT, Allahabad Bench vide order dated

13.06.2022 and am duly authorized under the provisions of the Insolvency and

Bankruptcy Code, 2016, to file this Application on behalf of for M/s. Primuss

Pipes & Tubes Limited. Even otherwise, I am well conversant with the facts and

circumstances of the case and hence competent to swear the present affidavit.

2. That I have read and understood the contents of the Application which has been

drafted by the Counsel under my instructions and I say that the facts stated

therein are true and correct to my knowledge based on the records, contents

whereof are not repeated for the sake of brevity and may be read as part and

parcel of this affidavit. No part of it is false and nothing material has been

concealed therefrom.

DEPONENT

VERIFICATION
Verified at New Delhi on ____ Day of November, 2022 that the contents of
paragraphs stated above are true and correct to my knowledge. No part of it is
false and nothing material has been suppressed or concealed therefrom.
DEPONENT
 BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL
ALLAHABAD BENCH, PRAYAGRAJ
I.A. NO. OF 2022
IN
COMPANY PETITION (IB) NO.07/ALD OF 2021

IN THE MATTER OF:

ANJLALI CAPFIN PRIVATE LIMITED ….FINANCIAL CREDITOR

VERSUS

PRIMUSS PIPES & TUBES LIMITED

(FORMERLY KNOWN AS PREMIER PIPES LIMITED) …CORPORATE DEBTOR
VAKALATNAMA
Know all to whom these presents shall come that I, Sanyam Goel, Resolution
Professional of Primuss Pipes & Tubes Limited. do hereby appoint: Abhishek
Anand, Nipun Gautam, Mohak Sharma, Prateek Kushwaha, Karan Kohli, Viren
Sharma, Pathik Choudhury, Nikhil Jain, and Sahil Bhatia ADVOCATES of Law
Offices of A.Anand, hereinafter called to be our Advocates in the above-noted case and
authorise them.
To act, appear and plead in the above-noted case in this Court or in any other Court in
which the same be tried or heard and also in the appellate Courts.
To sign, file verify and present pleadings, replications, appeals, cross-objections, or petitions for
executions, review, revision, restoration, withdrawal, compromise or other documents as may be
deemed necessary or proper for the prosecution of the said case in all its stages.
Revisor restoraries.
To file and take back documents.
To take out execution proceedings, to deposit, draw and receive money, cheques and grant
receipts thereof or and to do all other acts and things which may be necessary to be done for the
progress and in the course of prosecution of the said case.
To appoint, instruct any other Legal practitioner authorising him to exercise the power and
authorities hereby conferred upon the Advocates whenever he or they may think fit to do so and
sign, the power of attorney on my/our behalf.
IN WITNESS WHEREOF, We do hereunto set our hand to these present the contents of which
have been understood by us this ____ day of November, 2022.

Accepted: Abhishek Anand Nipun Gautam Mohak Sharma Prateek Kushwaha CLIENT
Advocate Advocate Advocate Advocate
(D/1171/2010) (D/6326/2017) (D/3586/2018) (D/4032/2018)

Karan Kohli Viren Sharma Pathik Choudhury Sahil Bhatia Nikhil Jain
Advocate Advocate Advocate Advocate Advocate
(D/2571/2018) (PH/4976/2019) (D/3383/2019) (D/5275/2021) (D/3884/2020)

DELHI OFFICE: CHANDIGARH OFFICE:

E-192-193, FIRST FLOOR HOUSE NO. 1600
AMAR COLONY, LAJPAT NAGAR –IV, SECTOR, 18-D
NEW DELHI – 110024 CHANDIGARH – 160 018
Mob: +91-8800343000, 9811003550 Mob: 9501019920
Email: abhishek.anand@aanandlaw.com