2025 (5) TMI 46 - SC - Indian Laws

Validity of sanctity of the auction conducted under the SARFAESI Act 2002 - higher bid after GBJ Hotels had emerged as the successful auction purchaser - Edelweiss ARCL claims that the debt much exceeds what it has received from GRT Hotels - HELD THAT - We have heard objections being raised with regard to the contents of the additional affidavit of Edelweiss ARCL as well a contention that the secured asset has been sold to GRT Hotels at a throwaway price. At this juncture we do not consider it necessary to examine the quantum of debt. The best available offer has been accepted. We are only tasked today to determine the rate of interest payable by Edelweiss ARCL to GBJ Hotels on the sum of Rs.27 crore which has been returned to the latter by the former and to also pass consequential directions with regard to declaration of GRT Hotels as the successful bidder. Sale certificate having been issued steps for delivery of peaceful and vacant possession of the assets of the respondent no.4 in favour of GRT Hotels and all other consequential steps if any shall be taken by Edelweiss ARCL in accordance with law within a month from date. We clarify not having examined the claim of Edelweiss ARCL that the debt is now somewhere near Rs.186 crore and that only Rs.153 crore could be recovered in course of the process of bidding that was undertaken pursuant to our order dated 28th March 2025. Edelweiss ARCL shall be at liberty to approach the Registry with a prayer for withdrawal of Rs.33 crore deposited by GRT Hotels. Once such approach is made the said amount with accrued interest if any shall be released in favour of Edelweiss ARCL as early as possible. Thus the special leave petition stands disposed of.

Issues Presented and Considered

1. Whether the sanctity of the auction conducted under the SARFAESI Act, 2002 was breached by the High Court in entertaining a higher bid after GBJ Hotels had emerged as the successful auction purchaser.

2. Whether the High Court was justified in permitting GRT Hotels to improve its bid and ultimately be declared the successful bidder, thereby setting aside the earlier auction result.

3. The quantum and entitlement to interest payable by Edelweiss Asset Reconstruction Company Limited (Edelweiss ARCL) to GBJ Hotels on the refundable deposit amount of Rs. 27 crore.

4. The procedural and substantive correctness of the sale process, including the issuance of the sale certificate and delivery of possession to the successful bidder.

5. The extent to which the Court should examine the quantum of debt claimed by Edelweiss ARCL vis-`a-vis the sale price realized through bidding.

Issue-wise Detailed Analysis

Issue 1 and 2: Sanctity of Auction under SARFAESI Act and High Court's Intervention to Allow Higher Bid

The relevant legal framework includes the SARFAESI Act, 2002, which governs the enforcement of security interests by secured creditors and prescribes the procedure for sale of secured assets through auction. The Act aims to provide a speedy and efficient mechanism for recovery of debts by secured creditors.

The Court noted that GBJ Hotels was declared the successful bidder in the auction conducted by Edelweiss ARCL for Rs. 108 crore. However, during the pendency of the writ petition before the High Court, the respondents informed the Court of a third party (GRT Hotels) willing to pay Rs. 120 crore, which was higher than the auction price. The High Court, exercising its discretion, directed deposit of the higher amount and allowed GBJ Hotels an opportunity to improve its bid.

The Court observed that the High Court's intervention was premised on the principle that "better the price, better it is for the creditor," reflecting the objective of maximizing recovery under the SARFAESI Act. The Court exercised its inherent power to invite sealed bids to fetch the best offer for the secured asset, given that the asset's value was reportedly higher than the initial auction price.

While GBJ Hotels contended that the sanctity of the auction was breached by reopening the bidding process, the Court held that the auction process under SARFAESI is not sacrosanct and can be revisited in exceptional circumstances to protect the interests of the secured creditor and ensure maximization of recovery. The Court emphasized that the best available offer was accepted after a transparent process of sealed bidding, thereby upholding the principles of fairness and equity.

The Court did not find any legal infirmity in the High Court's order allowing GRT Hotels to improve its bid and ultimately be declared the successful bidder at Rs. 153 crore, which was substantially higher than the original bid of Rs. 108 crore by GBJ Hotels.

Issue 3: Interest Payable by Edelweiss ARCL to GBJ Hotels on Refundable Deposit

The deposit of Rs. 27 crore was returned by Edelweiss ARCL to GBJ Hotels after GRT Hotels was declared the successful bidder. The question arose as to the rate of interest payable on this refundable amount.

The Court, exercising its discretion, awarded interest at the rate of 18% per annum on Rs. 10.80 crore from 18.05.2024 to 18.03.2025 and on Rs. 16.20 crore from 23.05.2025 to 18.03.2025. The Court directed that the interest amount be paid within seven days.

The Court accepted the submission of Edelweiss ARCL's counsel, who left the rate of interest to the Court's discretion, and fixed the rate at a commercially reasonable level to compensate GBJ Hotels for the use of its funds during the period of deposit.

Issue 4: Procedural and Substantive Correctness of Sale Process and Delivery of Possession

The Court noted that the sale certificate had been issued in favor of GRT Hotels by Edelweiss ARCL. It directed Edelweiss ARCL to take all necessary steps for delivery of peaceful and vacant possession of the secured asset to GRT Hotels within one month in accordance with law.

The Court clarified that all other questions except the confirmation of sale were left open for the parties to agitate before appropriate forums, thus limiting its intervention to confirming the sale and ensuring compliance with procedural requirements for possession delivery.

Issue 5: Examination of Quantum of Debt Claimed by Edelweiss ARCL

Edelweiss ARCL filed an affidavit claiming the outstanding debt to be approximately Rs. 186 crore, which exceeded the highest bid of Rs. 153 crore by GRT Hotels. Objections were raised regarding the adequacy of the sale price relative to the debt.

The Court expressly refrained from examining the quantum of debt or the adequacy of the sale price, holding that its role was limited to ensuring a fair sale process and accepting the best available offer. The Court left all questions relating to debt quantum and recovery to be agitated by the parties before appropriate forums in accordance with law.

Significant Holdings

"The best available offer has been accepted. We are only tasked today to determine the rate of interest payable by Edelweiss ARCL to GBJ Hotels on the sum of Rs.27 crore which has been returned to the latter by the former and to also pass consequential directions with regard to declaration of GRT Hotels as the successful bidder."

"The auction process under the SARFAESI Act is not sacrosanct and can be revisited in exceptional circumstances to protect the interests of the secured creditor and ensure maximization of recovery."

"Better the price, better it is for the creditor."

"Sale certificate having been issued, steps for delivery of peaceful and vacant possession of the assets ... shall be taken by Edelweiss ARCL in accordance with law within a month from date."

"All questions, except the sale which stands confirmed, are left open for the parties to agitate before an appropriate forum in accordance with law, if so advised."

The Court confirmed the sale in favor of GRT Hotels at Rs. 153 crore, setting aside the earlier auction result in favor of GBJ Hotels, on the ground of maximizing recovery for the secured creditor. It awarded interest at 18% per annum on the refundable deposit to GBJ Hotels and directed compliance with procedural steps for possession delivery. The Court declined to delve into the quantum of debt or adequacy of price beyond the sale confirmation, leaving such issues open for future adjudication.

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