NCLT Ahmedabad: Direction to Return Leased EVs, but No Adjudication of Contested Lease Dues

Background of the Insolvency and the Interlocutory Application

The matter arose from an Interlocutory Application filed by Keshav Khaneja, RP of Gensol EV Lease Limited, before the National Company Law Tribunal, Ahmedabad Bench, in the CIRP of Gensol EV Lease Limited (Corporate Debtor). The application was moved under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 (IBC) read with Rule 11 of the National Company Law Tribunal Rules, 2016.

The Resolution Professional sought:

  • Directions compelling Omega Seiki Mobility Pvt. Ltd. (now Unoexpress Mobility Private Limited) to restore possession of 150 leased electric vehicles (EVs) belonging to the Corporate Debtor.
  • Recovery of ₹1,14,21,876 as outstanding lease rentals and other contractual charges under the Master Lease Agreements.
  • Interim protection to prevent any alienation, encumbrance, transfer, or other dealings with the leased EVs.

The Corporate Debtor is in the business of leasing electric vehicles and related infrastructure. It had entered into Master Lease Agreements dated 28.12.2023 and 30.07.2024 with the Respondent as lessee. Under these agreements, ownership of the EVs remained with Gensol EV Lease Limited, and only a limited right to use the vehicles was conferred upon the Respondent.

Once CIRP began, the RP asserted that taking control and custody of these vehicles was part of his statutory mandate under Section 18(1)(f) and Section 25(2)(a) of the IBC.

Claims and Allegations by the Resolution Professional

Communication After Commencement of CIRP

According to the RP:

  • On 01.08.2025, he emailed the Respondent, informing it of his appointment and demanding payment of:

    • Lease rentals, and
    • Fleet management charges for May 2025 and June 2025.

  • On 04.08.2025, the Respondent allegedly acknowledged outstanding dues and sought time, citing financial constraints.

  • A further email dated 06.08.2025 from the Respondent assured clearance of the dues by 20.08.2025, but this commitment was never honoured.

Despite follow-up communications, the Respondent did not regularise the payments, leading to:

  • Issuance of a legal notice calling for termination of the lease and return of all EVs.
  • A final demand email dated 18.11.2025, quantifying outstanding dues at ₹1,14,21,876 as on November 2025.

Contractual Provisions Relied Upon

The RP relied upon the Master Lease Agreement dated 28.12.2023, emphasising:

  • Ownership of the vehicles remained with the Corporate Debtor at all times.

  • Article 2 specified when the lease period would end, including:

    • Expiry of contracted months.
    • Non-remedied events of default under Article 10.
    • Mutual termination.
    • Theft or total loss scenarios.

  • Article 10 treated non-payment of lease rentals or other amounts within 14 days of written notice as an event of default.

Further, the Agreement required, upon termination:

  • Immediate return of the EVs by the lessee at its own cost and without delay.
  • Return of original registration certificates, insurance policies, permits, keys (including spare keys), chargers, and accessories.
  • Payment of:
    • Lease rentals up to the relevant period,
    • Delay payment charges,
    • Damages, and
    • Other contractual dues such as excess kilometre charges and various costs in case of late or non-return.

The RP claimed that:

  • Up to October 2025, lease dues stood at ₹95,30,007, and
  • Up to November 2025, dues had increased to ₹1,14,21,876.

Despite several reminders and formal notices, the Respondent:

  • Did not return the EVs,
  • Did not permit physical verification of the vehicles by the valuers appointed for CIRP purposes,
  • Allegedly did not disclose the updated locations or condition of the vehicles.

The RP contended that such conduct prevented him from performing his duties under Sections 18 and 25 of the IBC, especially regarding taking control and custody of the Corporate Debtor’s assets, preserving value, and ensuring continuity of the CIRP.

Stand of the Respondent: Contractual and Arbitration-Based Defence

Disputes on Agreements and Monetary Claims

The Respondent took the position that:

  • The RP’s monetary claim of ₹1,14,21,876 was premised on agreements that were either:

    • Never implemented; or
    • Subsequently superseded.

  • It claimed that the operative agreement between the parties was the Master Lease Agreement dated 30.07.2024 and that this later agreement contained a comprehensive security deposit clause.

  • A security deposit of ₹37,83,600 had allegedly been paid on 23.08.2024 by RTGS to the Corporate Debtor, and this aspect was said to have been suppressed by the RP.

The Respondent characterised the disputes as complex contractual issues involving:

  • Which agreement governed the relationship (28.12.2023 vs. 30.07.2024).
  • Whether the earlier agreement was ever acted upon.
  • Adjustment and treatment of the security deposit of ₹37,83,600.
  • Accurate computation of:
    • Lease rentals,
    • Late payment charges,
    • Excess kilometre charges,
    • Fleet management charges.
  • Reciprocal claims, alleged set-off rights, and counterclaims of approximately ₹1 crore said to be due from the Corporate Debtor to the Respondent.