# In the matter of Ambience Private Limited IB-1600- (ND)-2018

> NCLT judgment dated 2019-08-27. Citation: TCN-2019-NCLT-01732. The case involves an application filed by Vistra ITCL (India) Limited, the Financial Creditor,…

- **Court:** NCLT
- **Order date:** 27 Aug 2019
- **Citation:** TCN-2019-NCLT-01732
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-chandigarh/ambience-private-limited-ib-1600-nd-2018-0c35fdd1

## Summary

### Background

The case involves an application filed by Vistra ITCL (India) Limited, the Financial Creditor, against Ambience Private Limited, the Corporate Debtor, under Section 7 of the Insolvency and Bankruptcy Code, 2016. The Corporate Debtor approached INDIAREIT Fund Scheme - IV in 2011, representing that it had won a bid to acquire three land parcels in Gurgaon. Subsequently, the Financial Creditor, acting as trustee to INDIAREIT Fund Scheme - IV, executed a Share Subscription cum Shareholders Agreement on 2011-05-28, agreeing to invest Rs. 134,95,61,430/- to fund a residential and commercial project by Ambience Projects And Infrastructure Private Limited, a Special Purpose Vehicle (SPV) of the Corporate Debtor. Disputes arose in 2015 regarding additional funding demands. A

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## Facts

Vistra ITCL (India) Limited, acting as a trustee to INDIAREIT Fund Scheme - IV, filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016, against Ambience Private Limited. In 2011, Ambience Private Limited approached INDIAREIT Fund Scheme - IV, stating it had won a bid to acquire three land parcels in Gurgaon. On 2011-05-28, a Share Subscription cum Shareholders Agreement was executed, with the Financial Creditor agreeing to invest Rs. 134,95,61,430/- to fund a project by Ambience Projects And Infrastructure Private Limited, the SPV of Ambience Private Limited. Disputes arose in 2015 regarding additional funding. A settlement agreement was reached on 2017-04-07, requiring specific payments by Ambience Private Limited. Ambience Private Limited

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## Issues and analysis

### Issue 1: Whether the 'Investor Debentures' fall within the definition of 'Financial Debt' under the IBC, …

**Ratio:** The legal principle applied is the definition of 'Financial Debt' under Section 5(8) of

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**Reasoning:** The Tribunal reasoned that the 'Investor Debentures' were part of 'Investor Securities'

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**Interpretation:** The interpretation involves understanding the scope of 'Financial Debt' under

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**Application:** The ratio and reasoning are applied to the specific facts by determining that

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## Parties

- **Judges:** R. VARADH…
- **Appellants:** Vistra ITCL…
- **Respondents:** AMBIENCE PRIVATE…
- **Advocates:** Vijay…; Prashant…; +2 more

## Timeline

- **2011-05-28 — Share Subscription cum…**: The Financial Creditor executed a Share Subscription cum Shareholders Agreement, agreeing…
- **2015-01-01 — Disputes…**: Disputes arose between the Financial Creditor and the Corporate Debtor regarding…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 7 — Initiation of corporate insolvency resolution…](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-7)

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