Mr. Dinkar T. Venkatasubramanian vs Liberty House Group Pte Ltd. & Ors.

Respondent No.1, in concert with its Banker, Respondent No.2, acting with a malafide intent, committed a fraud against the Committee of Creditors (hereinafter referred to as the “CoC” and other stakeholders, while submitting the Bid Bond Guarantee (hereinafter referred to as the "BBG") for submission of resolution plan for the Corporate Debtor. Respondent No.1has perpetrated this fraud by eliminating specific negations word "Not" at two places to cause the forfeiture event into a conditional forfeiture, thereby denying the CoC any right with respect of the BBG in spite of blatant defaults by Respondent No.1.

This Adjudicating Authority, vide order dated 24.07.2017 (copy annexed with the IA at Annexure-1), admitted the petition filed by the Corporation Bank under section 7 of the Code against the Corporate Debtor and vide order dated 27.07.2017 appointed Dinkar T. Venkatasubramanian as the Interim Resolution Professional, who later continued as the Resolution Professional (hereinafter referred to as the "RP") with the approval of the CoC in their meeting held on 22.08.2017.

The Respondent No.1 sent the hardcopy of the BBG for Rs.50.00 crore dated 23.01.2018 duly executed in favour of Corporation Bank, directly to it. The Corporation Bank confirmed the receipt of the BBG to RP. The resolution plan of Respondent No.1 was accordingly considered by the RP and submitted to the COC, which approved the same by 94.20% majority. The RP filed the C.A. No. 114/2018 before this Adjudicating Authority for approval of the resolution plan, which was approved by this Adjudicating Authority vide order dated 25.07.2018. After approval of the resolution plan, the Respondent No.1 started making excuses to delay implementation of its terms, apparently on account of its inability to raise funds to honour its financial obligations, even though it had provided a firm commitment from Greensill Capital (UK) Limited (hereafter referred to as the "Greensill") about the sources of funds. The Respondent No.1 also raised frivolous excuses for not implementing the resolution plan e.g. information in the information memorandum had serious issues and was incomplete and questioned the valuation and other facts attempting to renegotiate the approved resolution plan. The failure of Respondent No.1 and Greensill, which provided letter of assurance for funds to the RP and CoC leads to a reasonable belief that the letter was provided only to mislead the CoC into approving the resolution plan of Respondent No.1 and there was no honest and genuine intention to release funds on its approval.

All actions set out in the resolution plan were required to be consummated within a maximum period of ninety days from the date of the order of approval of this Adjudicating Authority on 25 July 2018 (subject to CCI approval), however, the Respondent No.1 perpetrated a malice in the documents in concert with its bank and has failed in fulfilling the following commitments:

In terms of the Process Note, on approval of the resolution plan by the CoC, the RP on behalf of the CoC also sent the draft Letter of Intent (hereinafter referred to as “LoI”) to the Respondent No.1 for unconditional acceptance. However, under the garb of negotiations, the Respondent No.1, on one pretext or the other kept on delaying signing of the LoI. This Adjudicating Authority, while approving the resolution plan vide order dated 25.07.2018, in para 31 and 32 has recorded as under in respect of Letter of Intent:

In view of the above, a decision was taken by the MC/joint lenders in its meeting held on 19.11.2018 to invoke the BBG submitted by Respondent No.1 and accordingly, the Corporation Bank vide Notice of Demand dated 20.11.2018 issued to the Respondent No.2, invoked the BBG. A copy of the Notice of Demand dated 20.11.2018 issued by Corporation Bank to the Respondent No.2 has been annexed with the IA as Annexure A-4.

Despite the fact that Respondent No.1 has itself failed to fulfil its obligations under the approved resolution plan, the Respondent No.1 in complete disregard to the provisions of the Code filed a civil suit being CS (Comm) 1245 of 2018 before the Hon’ble High Court of Delhi inter alia seeking a permanent injunction of the invocation of the BBG. In the meantime, the Respondent No.2 vide its letter dated 27.11.2018 declined to honour its commitment under the BBG on the alleged ground of the Notice of Demand issued by Corporation Bank being not as per the format of Appendix of the BBG. A copy of the letter dated 27.11.2018 issued by the Respondent No.2 has been annexed with the IA as Annexure A-5.

Upon learning the reasons of refusal by the Respondent No.2 to honour the BBG, the MC examined the contents of the BBG tendered by the Respondent No.1 to the Corporation Bank and found that instead of the negotiated agreed format of BBG, the Respondent No.1 had furnished the BBG in a totally different form than what was agreed by the RP and sent it directly to Corporation Bank. The contents of the BBG were unilaterally twisted to make the forfeiture event a condition for invocation and apparently deny the CoC their right to invoke the BBG even after default by Respondent No.1. The extract from the agreed format (as circulated by Simon Nasta from Respondent No.1 on January 11, 2018) and executed BBG (as received by the Corporation Bank) are as below:

The approved BBG provided that “where the Successful Applicant has not signed the LOI, then the BBG should be allowed to be invoked, if any forfeiture event occurs”, whereas the same was unilaterally changed by Respondent No.1 to read that “where the Successful Applicant has signed the LOI, then the BBG should be allowed to be invoked”. The effect of aforesaid non-inclusion of “not” in the executed BBG is that if LoI has not been executed by Successful Applicant, then there arises no obligation on the part of the Respondent No.2 to make the payment against BBG on invocation.

In terms of the order dated 25.07.2018 read with the resolution plan, the MC was constituted to oversee the implementation of the Resolution Plan and also appointed the Applicant as Insolvency Professional, to supervise, manage and control all the business operations of the Corporate Debtor from the date of the approval of the resolution plan till the closing of date in term of resolution plan. Accordingly, the Applicant is entitled to file this IA as Insolvency Professional and member of the MC.

The MC, while reserving their right to initiate appropriate criminal proceedings against the Respondent No.1 and all the persons in charge of and responsible for it, Applicant filed the present IA seeking directions to protect/secure the amount involved under the BBG.

The case of the Applicant is premised on the false allegation that the Respondent No.1 has committed a fraud against the CoC, while submitting a BBG under the Process Document.

The BBG was submitted to the Corporation Bank in its capacity as the lead bank of the CoC of Amtek and as such the RP has no locus to maintain the present IA. It is an attempt of forum shopping by the RP/CoC/Corporation Bank to receive amounts under the BBG, after the CoC failed in its mala fide attempt to fraudulently invoke the BBG and its invocation was rejected by Respondent No.2 on the ground that the invocation was not in terms of the BBG and the IA is akin to a recovery suit or suit for damages that can be only claimed before a civil court after payment of appropriate court fee.

Respondent No.1 has already raised issues of the gross misrepresentations/suppression/mistake of fact/irregularities in the information (in relation to the Corporate Debtor) supplied by the RP to the resolution applicants during the bidding process and fraud played by the RP on the resolution applicants and the process of law, which has resulted in the entire corporate insolvency resolution process (hereinafter referred to as the "CIRP") including the documents issued during the CIRP being vitiated. Accordingly, there is no non-compliance of the resolution plan on the part of Respondent No.1 as has been alleged in the IA.

Respondent No.1 had moved an application being C.A. 601 of 2018 (hereinafter referred to as the "LHG Application") before this Adjudicating Authority raising these issues, which were not determined by this Adjudicating Authority and disposed of LHG Application vide order dated 13.02.2019 in CA No. 567 of 2018, whereby a direction was given to the CoC to file a complaint with the Insolvency and Bankruptcy Board of India for taking appropriate steps against Respondent No.1 for its alleged default in implementation of the resolution plan for Corporate Debtor and Respondent No.1 was granted liberty to take its grounds raised in the LHG Application in defence therein. Pertinently, the said order dated 13.02.2019 of this Adjudicating Authority was set aside by the Hon'ble National Company Law Appellate Tribunal (hereinafter referred to as the "NCLAT") vide its judgment dated 16.08.2019 in Company Appeal (AT) No. 219 of 2019, 442 of 2019 and 443 of 2019. The issues raised by Respondent No.1 are therefore still not adjudicated upon, thus, there is no deliberate default in implementation of the resolution plan by it. A copy of the judgment dated 16.08.2019 has been annexed with the reply as Annexure A.

There is no fraud at all on part of Respondent No.1 in the execution of the BBG, as the RP as well as the CoC agreed to the terms of the final BBG submitted to Corporation Bank. The BBG is issued by Respondent No. 2 in favour of Corporation Bank, and as such is an independent contract.

The Respondent has submitted its own version of the factual narration leading to the submission of the BBG by Respondent No.1 in the resolution process of Amtek, which is reproduced in brief as under:

On 23.01.2018, the Respondent No.1 submitted BBG for Rs.50 crore (subsequently amended on 09.11.2018) as per clause 1.8.1 of the Process Note.

The Process Note provided for submission of a performance guarantee under clause 1.9 within 10 days of issuance of LoI.

However, on 26.02.2018, Respondent No.1 received an email from the RP, removing the requirement for submission of a performance guarantee as per the Process Note, and Respondent No.1 had to instead undertake to create an escrow equivalent to 15% of the upfront cash payout, in favour of the CoC, in the event the CoC approved the resolution plan of Respondent No.1. It is relevant to point out that the obligation of performance guarantee of Rs.100 crore was increased to an obligation of setting up Rs.500 crore escrow account by the said e-mail dated 26.02.2018. The relevant extract of the email dated 26.02.2018 is as under:

In line with the requirement set out in e-mail dated 26.02.2018, clause 5.6 of the Resolution Plan was provided for under the Resolution Plan of Respondent No.1 and approved by the CoC.

Thereafter, the RP placed the Resolution Plan of Respondent No.1 before the Adjudicating Authority for approval. At this stage, the CoC filed a reply to the said application for approval of the Resolution Plan, requesting the Adjudicating Authority to take into consideration certain unilateral considerations in the LoI inserted by the CoC before approving the Resolution Plan (in clear contravention of clause 5.6 of the Resolution Plan).

However, it is reflected from the 25 July Order that the Adjudicating Authority did not consider the relief prayed by the CoC in its reply as stated above and recorded in paras 16 and 32 that the draft of the LoI is under negotiation between the RP and Respondent No.1. Relevant extracts are as follows:

In view thereof, after passing of the 25 July Order, Respondent No.1 suggested an escrow arrangement in line with the escrow undertaking above, with no requirement of furnishing a performance guarantee, which to Respondent No.1 surprise was not acceptable to the CoC and the RP.

In complete departure from the condition mentioned in the Resolution Plan, which provided for an escrow on mutually acceptable terms and conditions between Respondent No.1 and the RP, the RP vehemently insisted that the escrow should be in such form as was acceptable to the CoC and their counsel. Vide email dated 13 September 2018, the RP further threatened Respondent No.1 that the non-acceptance of escrow in the manner suggested by the CoC would result in severe consequences including inter-alia forfeiture of existing securities. This condition was contrary to the terms of the Resolution Plan, which was submitted by the Respondent No.1 and approved by the CoC.

While negotiations were ongoing between Respondent No.1 and the RP on the manner and nature of such escrow arrangement, vide email dated 14.09.2018, Respondent No.1 wrote to the RP stating therein that Respondent No.1 was willing to show its bona fides by agreeing to the conversion of the BBG into a performance guarantee by amending its terms and conditions. This was in addition to the requirement of the escrow arrangement under the Resolution Plan. Respondent No.1 even shared a draft of the escrow agreement with RP/CoC to proceed with the matter.

However, vide its letter dated 21.09.2018, the RP rejected the request of Respondent No.1 to convert the BBG into a performance guarantee. The RP in its letter dated 21.09.2018 imposed a condition of provision of a performance guarantee from a scheduled commercial bank in India immediately thereof, in addition to the escrow arrangement. Such a condition was completely contrary to the terms under the Resolution Plan and Process Note (as read with the email received by Respondent No. 1 from the RP on 26.02.2018). Thus, the terms of the LoI could not be finalised with the RP/CoC. Copy of the correspondence exchanged for finalisation of the LoI has been annexed with the reply as Annexure E.

Also, Respondent No.1 discovered that RP and CoC were aware that Corporate Debtor's assets were inflated, in the Transaction Audit Report (TAR) submitted by Ernst Young (EY) to RP/CoC on 13.02.2018 and this information was suppressed from the bidders and neither was the IM updated with this material financial observation.

In the meantime, in the evening of 22.11.2018 to Respondent No.1's shock and surprise, it received a notice of invocation dated 22.11.2018 enclosing Notice of Demand dated 20.11.2018 addressed by Corporation Bank/CoC to Respondent No.2 (Barclays Bank PLC) seeking payment under the BBG on the basis of ex facie false/misleading confirmations, as follows:

The Respondent No.2 is not a party to the proceedings pending before this Tribunal in the matter of the insolvency of Corporate Debtor. The orders prayed for against the Respondent No.2 are in the nature of a money claim, which can be brought only before the appropriate civil court on payment of requisite court fee. It is submitted that on this ground alone, the IA as against the Respondent No.2 is liable to be dismissed.

The IA as against the Respondent No. 2 Bank is not maintainable both on facts and in law and is liable to be dismissed with exemplary costs and the Applicant has unnecessarily implicated the Respondent No.2 without any basis, solely in order to divert attention from the failure on his own part as well as the failure of the CoC to conduct the necessary and appropriate due diligence while accepting the BBG from the Respondent No. 1.

The Respondent No.2 has, as a bank in India, acted only as the issuer of the BBG further to an application made to the Respondent No.2. The BBG was issued by the Respondent No.2 on the basis of the substantive format of the BBG, as to its terms that was presented to the Respondent No.2 with the request that the BBG be issued and it was accordingly issued by the Respondent No.2 pursuant to discussions in the ordinary and usual course with the Respondent No.1. The Respondent No.2 had nothing whatsoever to do with the final draft terms of the BBG as were negotiated and agreed between the Respondent No.1 and the beneficiary of the BBG.

The standard and usual process followed for issuance of bank guarantees is given as under:

with the guarantee issuing bank for issuance of bank guarantees at the request of the BG Applicant, or

with another bank at whose request and based on whose counter guarantee, the guarantee issuing bank will issue the guarantees required by the BG Applicant, because the BG Applicant is a client of that other bank.

The Respondent No.1, being a client of Barclays Bank PLC in London and having a credit limit with Barclays Bank PLC in London, requested that Barclays Bank PLC in London request the Respondent No.2 Bank in India to issue the BBG on behalf of the Respondent No.1 to the beneficiary Corporation Bank, for which Barclays Bank PLC in London would issue a counter guarantee to the Respondent No.2 utilizing the credit limit available from it to the Respondent No.1 for this purpose.

On the basis of a counter guarantee provided by Barclays Bank PLC in London, the Respondent No.2 issued the BBG in favour of Corporation Bank, who was the beneficiary of the BBG.

The Corporation Bank, as beneficiary of the BBG after having received the BBG document as issued by the Respondent No.2, did not reject it or raise any objection, whatsoever with respect to the contents thereof.

After a period of more than one year since the BBG was issued and sent to the beneficiary, the Applicant has at this belated stage made an allegation that text in the BBG was twisted by the Respondent No.2 in collusion with the Respondent No.1, which allegation is hereby denied as without any basis whatsoever. The Applicant has nowhere explained why no objection was raised regarding the text of the BBG as was issued, for a period of more than one year and how the Respondent No. 2 was expected to know the text that was desired by the beneficiary.

When the Respondent No.2 had initially rejected the invocation of the BBG on 27.11.2018, that rejection was rightfully made by the Respondent No.2 as the said invocation was admittedly not in accordance with the terms of the invocation notice that was required to be lodged for the BBG.

The Respondent No.2 would never have contested its obligations under the BBG, if the beneficiary had validly invoked it in accordance with the terms thereof.

The Respondent No.2 was not privy to the negotiations between the CoC and the Respondent No.1 with respect to the text of the BBG. The Respondent No.2 Bank in its role as the issuing bank issued the BBG on the basis of the format it received from and agreed with the Respondent No.1 and based on the latter's request that the BBG be issued. Pursuant to the draft of the BBG agreed with the Respondent No.1, Barclays Bank PLC, in the United Kingdom instructed the Respondent No.2 to issue the BBG. A copy of the SWIFT message containing the draft of the BBG as received by the Respondent No.2 from Barclays Bank PLC, in the United Kingdom on 22.01.2018 has been annexed with the reply as Annexure R2. The Respondent No. 2 issued the BBG in form that is identical to the draft in Annexure R3, that was agreed between Barclays Bank PLC, United Kingdom and the Respondent No.1, and it is further submitted that the CoC duly accepted the said BBG as issued by the Respondent No.2 and never raised any objection with respect to the contents thereof until the filing of the present CA.

The said clause (b) of the draft of demand letter does not contain the word "not" which was allegedly agreed to be incorporated as per the case of the Applicant herein. It is submitted that a perusal of the draft of the BBG, and the draft of the demand letter appended thereto, shows that there is an inconsistency between the main body of the draft of the BBG (at page 89 of the CA) and the text of (b) of the appendix.

Such drafts, as were exchanged between the relevant parties during the negotiations between them, have no bearing on the rights and obligations of the parties as finally governed by the BBG issued by the Respondent No.2 at the request made to it in the ordinary course by the Respondent No.1 and duly accepted by the CoC.

The Respondent No.2 is not aware of the MC/Joint Lenders Meeting however, it is correct that a notice of demand dated 20.11.2018 was issued by Corporation Bank to the Respondent No. 2 Bank and received by the Respondent No.2 on 22.11.2018.

The Applicant has no locus standi to make this CA as against the Respondent No.2, since the Respondent No.2 is not party to the insolvency proceedings of Corporate Debtor pending before this Tribunal.

The Resolution Professional denies that as a member of the MC, it has no locus to file the present CA. It is stated that the fraud has been committed not only against the CoC, but has also been committed against the Applicant, by submitting the BBG by unilaterally twisting the language of the agreed BBG format. It is submitted that the requirement of BBG was stipulated for the purpose of safeguarding the entire CIRP against defaulting resolution applicants, which under the present case due to the fraud on the part of the Respondent No.1, has been made unavailable to the RP and the CoC.

It is denied that the present CA before the Adjudicating Authority is not maintainable rather it is stated that it is only this Adjudicating Authority that has jurisdiction under the IBC, as in terms of the IBC, it is established that all questions arising out of or in relation to the CIRP of the Corporate Debtor will have to be dealt by this Adjudicating Authority.

The Applicant specifically refutes the argument made by Respondent No.1 with respect to BBG becoming enforceable only after signing the LoI, as such arguments have been raised by Respondent No.1 only with the intent to overcome the fraud committed by it by tinkering with the approved terms. The discussions, as relied upon by the Respondent No.1, nowhere mention that LoI has to be signed prior to BBG becoming enforceable. Not once has the Applicant made the mention as stated by Respondent No.1. In fact, the discussion had taken place to remove the proposed insertion made by the Respondent No.1 in the terms of BBG by proposing insertion "in the form and substance satisfactory to the Successful Applicant" from the last version of BBG circulated by Mr. Simon Nasta. Rather, the email communication notes that LoI is a document which has to be issued by the CoC and RA should accept it unconditionally.

It is submitted that communication dated 12.01.2018 by Respondent 2, as forwarded by Respondent No.1, specifically stated in the second para of their email dated 12.01.2018 that they will release the BBG only upon approval of the wording of the guarantee and perfection of the facility (security).

It is stated that the Applicant was rather given to believe that the final draft of the BBG circulated by Simon Nasta, vide his mail dated 11.01.2018 had already been finalized and agreed to with Respondent No.2. However, the RP was surprised with the email and hence sought to clarify the situation and that the version agreed to by the Applicant was the one mentioned in the email dated 11.01.2018 and Respondent No.1 has wrongly tried to portray that the Applicant was confirming changes to the draft. The reference is made to the communication dated 11.01.2018, wherein the Applicant clearly mentions that "push for the BG to be issued by end of day today". Further, this request for a letter from the RA was only made after the mail from Respondent No.2 raised this query that the facility has not been perfected, which specifically points out a case of lack of security for the facility, accordingly a letter was sought from the Resolution Applicant in good faith that they have made the necessary arrangements to secure the guarantee. A copy of the said email communications have been annexed with the reply as Annexure B.

The eligibility of Respondent No.1 had been in question after the approval of the Resolution Plan by CoC, as Respondent No.1 had failed in disclosing the names of its connected parties and concealed the names of entities, which had already defaulted to Exim Bank and IDBI Bank both. While the default with EXIM Bank had caused the ineligibility in terms of Section 29A, but the default with IDBI was for a lesser period than 12 months to cause ineligibility.

The requirement of escrow in favour of CoC while subsuming the PBG was cast upon Respondent No.1 with an intention of enhancing the security required for the commitment under the resolution plan. Respondent No.1 had repeatedly stated that the cost for setting escrow in India is very high. For the purpose of arriving at consensus, the CoC members in a meeting held on 03.09.2018, post approval of the Resolution Plan on 25.07.2018 proposed that Respondent No.1 shall provide at least Rs.100 crore escrow/PBG in the format as per the requirement of the CoC and the remaining Rs.400 crore escrow can be created by Respondent No.1 as per its proposed format. This proposal was made by the members of CoC on the specific representation by Respondent No.1 that the costs for setting up the Escrow in India is very high. Despite the said proposal, no response was received from Respondent No.1. From the above stated conduct on the part of Respondent No.1, it is easily decipherable that Respondent No.1 never had any intention to create an escrow account.

It is denied that it had supplied incorrect and inflated Information to the resolution applicants during the bidding process or any discrepancies in the information memorandum and the valuation reports that formed the basis on which the resolution plan was submitted.

The RP had also provided Respondent No.1 access to a Virtual Data Room, which contained Investor On-boarding deck, list of plant and machinery available at each facility, detailed P&L of Corporate Debtor with relevant plant level annual performance schedules for historic period including FY16, FY17 and also monthly performance results for YTD18 (performance during the CIRP period). Further information with respect to debt profile, working capital related items etc. was made available.

The process document clearly stipulated that the resolution applicants are required to conduct their due diligence before submitting the resolution plan and Respondent No.1, as part of its Resolution Plan, submitted a detailed Business plan based on its own diligence and estimates. A sufficient time was given to the resolution applicants for carrying on their due diligence.

The meeting of 24.10.2018, as mentioned by the Respondent No.1 was called based on an email from Respondent No.1 dated 22.10.2018, requesting for extension of the closing period from the CoC. During the meeting, Respondent No.1 expressed inability of securing the necessary finance to meet the Resolution Plan proceeds and thus requested extension for a period more than 90 days till February 2019, which was contrary to the Resolution Plan and even beyond the powers of the CoC/ MC as approved by this Adjudicating Authority. During the meeting, Respondent No.1 accepted that they could not prepare and file the CCI application in time, and for the first time raised a contention about deterioration and loss of customer base in Corporate Debtor due to efflux of time, as reason for inability to raise finance even though these were not unknown to Respondent No.1 at the time of submission of the resolution plan. A copy of the minutes of the meeting dated 24.10.2018 has been annexed as Annexure A-2.

Alternatively, Respondent No.1 started sending these letters first of which was received on 06.11.2018, which though was dated 06.11.2018, but sent to the RP/IP only on 08.11.2018 vide email of even date. Respondent No.1, despite being aware of its obligations to fulfil the conditions by 22.11.2018, at this stage sought to negotiate and revise its offer under the already approved resolution plan. The next letters came through on 14.11.2018 and 21.11.2018, but all without any concrete proposal.

Thereafter, due to serious objections of the CoC, on the conduct of Respondent No.1 in several meetings over last 5 months and considering there was no response from Mr. Sanjeev Gupta for the proposed meeting and its agenda, a lenders meeting on 19.11.2018 was called to decide with respect to these letters as sent by Respondent No.1 and the continuing non-compliance of the Resolution Plan. A copy of the minutes of the meeting dated November 19, 2018 has been annexed as Annexure A4.

The dispute has emerged from the BBG issued as a condition of the Process Note for the submission of the resolution plan. The relevant clause of the Process Note regarding submission of BBG is as below:

The Process Note also provides for right of the CoC for invocation of BBG and forfeiture of the BBG of successful applicant as below:

It is noted that the present application has been filed vide Diary No.001295 dated 20.12.2019 and during the pendency of the present application, the resolution plan was submitted by Deccan Value Investor LP (hereinafter referred to as the Deccan), which has been approved by the CoC in its meeting held on 11.03.2020 with 70.07% voting, which has also been approved by this Tribunal vide order dated 09.07.2020 in CA No. 225/2020. The above resolution plan is silent regarding the above dispute between CoC of the Corporate Debtor and Liberty.

After approval of the resolution plan, once the Corporate Debtor has been handed over to the new management, the RP and CoC does not exist and they become functus officio and Applications cannot be pursued by the erstwhile RP. In this regard, the reliance is also placed on the following judgements:

The Hon’ble Supreme Court of India in the matter of Gujarat UrjaVikas Nigam Limited Vs. Amit Gupta &. (2021) 7 SCC 209 has held that NCLT cannot exercise its jurisdiction over matters dehors the insolvency proceedings since such matters would fall outside the realm of IBC.

The Hon’ble Supreme Court in the matter of Tata Consultancy Services ltd. vs SK Wheels (P) ltd. (2022) 2 SCC 583 has held as below:

The Hon’ble High Court of Bombay while adjudicating I.A. No. 1161 of 2020 in the matter of Reliance Communication Limited vs. Rajendra P. Bansal, referred to Embassy Property Developments (P) Ltd. vs. State of Karnataka (2020) 13 SCC 308 and Urja Vikas Nigam Limited vs. Amit Gupta and Ors., (2021) 7 SCC 209, observed the following:

In view of the above provision, the present dispute has now attained the character of a contractual dispute between the CoC and an unsuccessful resolution applicant, Liberty.