Issues: Whether a moratorium against the corporate debtor under the Insolvency and Bankruptcy Code, 2016 prevents continuation of a consumer complaint against non-corporate-debtor co-respondents.

Analysis: The statutory moratorium under Section 14 is confined to the corporate debtor and cannot be extended to directors, promoters, associated entities or other respondents unless the statute expressly so provides. As no moratorium protected the co-respondents, their potential liability required adjudication in the consumer complaint. The Commission could not, while acknowledging that liability remained undetermined, foreclose proceedings against them by attributing the alleged deficiency exclusively to the corporate debtor at an interlocutory stage.

Conclusion: The consumer complaint may proceed against the co-respondents notwithstanding the moratorium applicable to the corporate debtor; their liability and objections must be determined on merits by the Commission.

Issues: Whether pending civil and arbitral proceedings concerning operational-credit claims, which had not crystallised into determinable and quantifiable claims before approval of the resolution plan, survived the approved resolution plan.

Analysis: The final list of operational creditors quantified the disputed claims at a notional value of Re.1 and did not preserve them subject to the outcome of pending proceedings. The resolution plan, which had attained finality, provided that the settlement corpus available to relevant operational creditors was payable pro rata only for crystallised and approved claims within the stipulated period. Its provisions, read harmoniously, discharged and extinguished pre-effective-date liabilities and required pending proceedings by operational creditors to be withdrawn, abated, settled or extinguished. The clean slate and fresh start principles preclude indeterminate claims from resurfacing after plan approval. There was no ambiguity warranting application of contra proferentem or adoption of a face-value reservation mechanism.

Conclusion: Pending civil and arbitral claims that had not crystallised by approval of the resolution plan stood abated, waived, withdrawn and extinguished; the operational creditors were entitled to no amount beyond their quantified Re.1 claims. The issue is decided in favour of the appellant.

Issues: Whether adjudicatory orders founded on fake, non-existent or hallucinated AI-generated precedents can be sustained in law, and whether such orders require to be set aside.

Analysis: The judgment records that the adjudicating authority relied upon citations and passages that were non-existent, incorrectly attributed, or otherwise hallucinated, and that the appellate tribunal failed to detect the defect. It holds that a decision based on fake or hallucinated material as precedent contaminates the adjudicatory process, subverts the integrity of judicial determination, and amounts to no decision in the eyes of law. The Court also emphasises zero tolerance for the citation or reliance on such material by both the Bar and the Bench.

Conclusion: The impugned orders were unsustainable and were set aside, with the matter restored for fresh consideration in accordance with law.

Issues: Whether delay in filing and re-filing an appeal under Section 62 of the Insolvency and Bankruptcy Code, 2016 can be condoned beyond the statutory outer limit and beyond the period allowed for curing defects under the Supreme Court Rules, 2013.

Analysis: Section 62 of the Insolvency and Bankruptcy Code, 2016 prescribes a strict limitation regime, allowing an appeal within 45 days and, on sufficient cause, only a further 15-day grace period. The Court held that once the statutory window closes, the jurisdiction to condone filing delay ceases. It further held that a defective appeal under Section 62 must be cured within the 28-day period contemplated by Rule 6 of Order VIII of the Supreme Court Rules, 2013, and that re-filing delay beyond that period cannot be condoned so as to keep the appeal alive. The Court rejected the contention that re-filing delay stands on a different footing from filing delay in this statutory setting and held that Article 142 cannot be used to override the express limitation scheme.

Conclusion: Condonation of the delay in filing and re-filing was held impermissible, and the appeal was dismissed as time-barred.

Issues: (i) Whether the letter of intent issued to the successful resolution applicant was rendered conditional by stipulations referring to pending proceedings and risk allocation, (ii) whether the forfeiture of earnest money deposit for non-acceptance of the letter of intent and failure to submit the performance guarantee was lawful, and (iii) whether the Committee of Creditors could validly reject the resolution plan and proceed to liquidation after the applicant's default.

Issue (i): Whether the letter of intent issued to the successful resolution applicant was rendered conditional by stipulations referring to pending proceedings and risk allocation.

Analysis: The stipulations in the letter of intent only recorded that the resolution process would remain subject to the outcome of pending proceedings and that liabilities relating to employee and worker claims would be borne by the successful resolution applicant in accordance with the resolution framework. The applicant had participated in the relevant Committee of Creditors meetings, was aware of the pending litigation, and expressly accepted the relevant terms. In that context, the Court found no basis to treat the letter of intent as a conditional instrument that entitled the applicant to resile from the approved plan.

Conclusion: The challenge to the letter of intent failed, and the stipulations did not make it conditional in the sense urged by the appellant.

Issue (ii): Whether the forfeiture of earnest money deposit for non-acceptance of the letter of intent and failure to submit the performance guarantee was lawful.

Analysis: Clause 1.9.4 of the Request For Resolution Plan authorized forfeiture where the successful applicant failed to submit the performance guarantee within time or otherwise failed to comply with the resolution process. The Court noted that the seven-day period for performance guarantee was consistent with the Request For Resolution Plan and that the applicant had earlier agreed to comply with that requirement. The applicant's refusal to accept the terms and subsequent resistance to the process justified invocation of the forfeiture clause.

Conclusion: The forfeiture of the earnest money deposit was held to be valid and lawful.

Issue (iii): Whether the Committee of Creditors could validly reject the resolution plan and proceed to liquidation after the applicant's default.

Analysis: The Court held that once the Committee of Creditors had approved the plan and the applicant failed to proceed in accordance with its obligations, no further modification or withdrawal at the applicant's instance was permissible. The applicant was found to have acquiesced in the terms and could not approbate and reprobate. The Court further held that Section 33 of the Insolvency and Bankruptcy Code, 2016 permits liquidation before confirmation of a resolution plan when the Committee of Creditors so decides in exercise of its commercial wisdom, and such decision is not amenable to judicial interference absent statutory infraction.

Conclusion: The decision to reject the plan and liquidate the corporate debtor was upheld.

Final Conclusion: The appeals failed, the orders of the fora below were sustained, and the liquidation process was permitted to continue in accordance with the Code.

Ratio Decidendi: A successful resolution applicant who has knowingly accepted the terms of the resolution process cannot later resile from an approved plan by characterising agreed stipulations as conditional, and the Committee of Creditors' commercially wise decision to reject such a defaulting plan and move to liquidation is not open to judicial review except on limited statutory grounds.

Issues: (i) Whether the appellant was ineligible under Section 29A(c) of the Insolvency and Bankruptcy Code, 2016 on account of an alleged past NPA and shortfall relating to another corporate debtor; (ii) Whether the appellant was ineligible under Section 29A(j) of the Insolvency and Bankruptcy Code, 2016 on the basis of the alleged ineligibility of its connected person.

Issue (i): Whether the appellant was ineligible under Section 29A(c) of the Insolvency and Bankruptcy Code, 2016 on account of an alleged past NPA and shortfall relating to another corporate debtor.

Analysis: The relevant point of time for testing disqualification under Section 29A(c) is the date of submission of the resolution plan. A past NPA that had already been resolved under an approved resolution plan, with the earlier dues extinguished and the corporate debtor operating on a clean slate, cannot be resurrected to deny eligibility later. The appellant was not itself an NPA on the date of submission of its plan, and the material did not show that its connected person was then managing or controlling any subsisting NPA account.

Conclusion: The appellant was not ineligible under Section 29A(c).

Issue (ii): Whether the appellant was ineligible under Section 29A(j) of the Insolvency and Bankruptcy Code, 2016 on the basis of the alleged ineligibility of its connected person.

Analysis: Section 29A(j) operates only if a connected person is independently disqualified under clauses (a) to (i). Once the supposed disqualification under Section 29A(c) was found unsustainable, the derivative disqualification under Section 29A(j) also could not survive. The record also did not establish any material connection between the appellant or its connected person and the prior resolved corporate debtor so as to attract the bar.

Conclusion: The appellant was not ineligible under Section 29A(j).

Final Conclusion: The disqualification findings were unsustainable, the impugned orders were set aside, and the appellant was held eligible to participate in the corporate insolvency resolution process with its resolution plan to be processed in accordance with law.

Ratio Decidendi: Eligibility under Section 29A(c) must be assessed with reference to the date of submission of the resolution plan, and a previously resolved NPA with extinguished dues cannot form the basis of disqualification thereafter.

Issues: (i) Whether an appeal under Section 61 of the Insolvency and Bankruptcy Code, 2016 filed and refiled without a certified copy of the impugned order, and without seeking exemption from filing it, was maintainable. (ii) Whether the National Company Law Appellate Tribunal was justified in condoning the delay in filing and refiling the appeal.

Issue (i): Whether an appeal under Section 61 of the Insolvency and Bankruptcy Code, 2016 filed and refiled without a certified copy of the impugned order, and without seeking exemption from filing it, was maintainable.

Analysis: Rule 22(2) of the National Company Law Appellate Tribunal Rules, 2016 requires every appeal to be accompanied by a certified copy of the impugned order. The absence of that document at the stage of refiling was not treated as a mere curable irregularity in the facts of the case, because the certified copy had not even been applied for before the appeal was refiled and no exemption had been sought under the relevant procedural rules. The filing and refiling were therefore held to be contrary to the essential requirements governing institution of the appeal.

Conclusion: The appeal, as filed and refiled, was not maintainable and was liable to be rejected at the threshold.

Issue (ii): Whether the National Company Law Appellate Tribunal was justified in condoning the delay in filing and refiling the appeal.

Analysis: The statutory timeline under Section 61 of the Insolvency and Bankruptcy Code, 2016 was treated as strict, and the requirement of a certified copy was linked to diligence and lawful institution of the appeal. Since the appeal was presented and re-presented without compliance with the certified-copy requirement and without the necessary exemption application, the Tribunal should first have examined whether a valid appeal had been instituted at all before granting indulgence on delay. Its failure to do so vitiated the order condoning delay.

Conclusion: The condonation of delay was unjustified and the order granting it could not be sustained.

Final Conclusion: The impugned order of the National Company Law Appellate Tribunal was set aside and the appeals were allowed because the underlying appeal had not been properly instituted in accordance with the mandatory procedural requirements.

Ratio Decidendi: In proceedings under the Insolvency and Bankruptcy Code, compliance with the mandatory requirement of filing a certified copy of the impugned order is an essential condition for a valid appeal, and an appeal filed or refiled without such compliance, and without seeking exemption, is incompetent and cannot be saved by condonation of delay alone.

Issues: Whether the ingredients for initiation of corporate insolvency resolution process under Section 7 of the Insolvency and Bankruptcy Code, 2016 were made out when the loan amount was disbursed directly to the builder under a quadripartite arrangement and the dispute was substantially contractual in nature.

Analysis: Invocation of Section 7 requires the existence of a financial debt and a default in repayment. The Code is intended as a collective insolvency resolution framework and not as a mechanism for adjudicating or enforcing individual contractual claims or for compelling payment in a recovery dispute. On the terms of the quadripartite agreement, the Bank's disbursement was linked to the builder's obligations concerning construction, delivery and transfer of the subject property, while the transaction also contemplated lien, refund and transfer-related obligations. The dispute therefore arose out of intertwined contractual obligations and was already the subject of proceedings before the Debt Recovery Tribunal.

Conclusion: The case was not a straightforward financial debt default warranting initiation of CIRP. Invocation of the Insolvency and Bankruptcy Code in these facts was impermissible, and the challenge to the NCLAT order failed.

Issues: (i) Whether the leasehold lands held by subsidiary companies could be treated as the assets of the corporate debtor in the insolvency process and dealt with under the resolution plans without the lessor's prior consent; (ii) Whether the lessor authority was entitled to levy penal interest, penal charges and time-extension penalties, and whether the resolution plans could be implemented only after recalculation of dues and restoration of the plans; (iii) Whether the corporate veil ought to be lifted on the facts to treat the group companies as one economic entity for the purpose of the resolution process.

Issue (i): Whether the leasehold lands held by subsidiary companies could be treated as the assets of the corporate debtor in the insolvency process and dealt with under the resolution plans without the lessor's prior consent.

Analysis: The subsidiary companies were separate legal entities, but the Court found that the factual matrix showed that the corporate debtor was the real driving force behind the projects. The lease deeds, the consortium arrangement, the role of the special purpose company, the development agreements and the conduct of the parties showed that the projects were being executed by the corporate debtor, while the subsidiaries were only holding companies in form. The relevant statutory scheme under the insolvency law did not justify allowing the resolution plans to transfer the lessor's land contrary to the lease conditions, but the Court held that the narrow corporate structure could not defeat the substance of the transaction where the group entities functioned as one concern.

Conclusion: The issue was answered in favour of treating the projects as part of the corporate debtor's insolvency resolution on the facts of the case, subject to the lessor's dues being protected and the land not being sold free of the lessor's rights.

Issue (ii): Whether the lessor authority was entitled to levy penal interest, penal charges and time-extension penalties, and whether the resolution plans could be implemented only after recalculation of dues and restoration of the plans.

Analysis: The Court held that the lessor had remained inactive for long periods despite repeated defaults and repeated knowledge of the stalled projects. It had not monitored the development with due diligence, had not promptly pursued recovery, and had contributed materially to the unresolved state of the projects. For that reason, the Court agreed that penal interest, penal charges and time-extension penalties could not be insisted upon at this stage. At the same time, the principal dues of the lessor remained recoverable. The Court also balanced the interests of homebuyers and the successful resolution applicants by restoring the resolution plans and directing payment of the recalculated principal dues over a fixed period without burdening the buyers.

Conclusion: The lessor's claim to penal interest, penal charges and time-extension penalties was rejected, but its principal dues were directed to be recalculated and paid under the restored resolution plans.

Issue (iii): Whether the corporate veil ought to be lifted on the facts to treat the group companies as one economic entity for the purpose of the resolution process.

Analysis: The Court applied the principle that the corporate veil may be lifted where associated companies are inextricably connected and the corporate form is being used in a manner that defeats the real substance of the arrangement. The record showed common control, majority ownership, common management features, and actual execution of the projects by the corporate debtor. In that setting, the subsidiaries could not be treated as entirely independent for the limited purpose of the insolvency resolution. The Court therefore disagreed with the view that the group structure prevented the resolution process from encompassing the project lands and related development rights.

Conclusion: The corporate veil was held liable to be lifted on the facts, and the group companies were treated as part of one economic concern for the limited purpose of the resolution process.

Final Conclusion: The resolution plans were restored, the lessor's principal dues were preserved but penal components were disallowed, and the appeals were disposed of by granting substantive relief to the successful resolution applicants while protecting the lessor's recoverable principal claims and the interests of the allottees.

Ratio Decidendi: Where group companies are in substance one economic concern and the corporate structure is used to control and execute the same projects, the corporate veil may be lifted in insolvency proceedings to give effect to a workable resolution, while protecting the rights of the lessor to recover lawful principal dues but not penal levies arising from prolonged inaction.

Issues: (i) whether the period of limitation for filing the petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 has to be reckoned from 06.12.2016 or 06.12.2017, (ii) whether the petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 is within limitation, and (iii) whether an admission of debt by an Interim Resolution Professional amounts to acknowledgment of liability under Section 18 of the Limitation Act, 1963.

Issue (i): whether the period of limitation for filing the petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 has to be reckoned from 06.12.2016 or 06.12.2017

Analysis: An application under Section 7 is governed by Article 137 of the Limitation Act, 1963, and the limitation period of three years begins when the right to apply accrues. In insolvency matters, that accrual is tied to the date of default, namely the date on which the corporate debtor first fails to discharge the repayment obligation. On the admitted facts, the accounts were classified as non-performing assets on 06.12.2016. The right to invoke Section 7 therefore accrued on that date, and not on any later date.

Conclusion: The limitation period was to be reckoned from 06.12.2016.

Issue (ii): whether the petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 is within limitation

Analysis: The three-year limitation from 06.12.2016 would ordinarily expire on 06.12.2019. Although periods were excluded because of prior insolvency proceedings and the Covid-related exclusion of limitation, the petition was filed only on 23.09.2024. Even after excluding the relevant periods, the filing remained beyond the surviving limitation window. The petition was therefore time-barred.

Conclusion: The petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 was not within limitation.

Issue (iii): whether an admission of debt by an Interim Resolution Professional amounts to acknowledgment of liability under Section 18 of the Limitation Act, 1963

Analysis: A valid acknowledgment must be made by the party against whom the right is claimed, before expiry of limitation, and must evince a clear intention to admit an existing liability. The Interim Resolution Professional performs only an administrative function in collation of claims and has no adjudicatory power. Admission of a claim during insolvency proceedings is only an entry or recording of the claim and does not amount to a conscious acknowledgment of liability by the corporate debtor. In any event, such admission cannot revive a limitation period that has already expired, and the alleged admission here was not within the subsisting limitation period.

Conclusion: Admission of debt by the Interim Resolution Professional did not constitute acknowledgment of liability under Section 18 of the Limitation Act, 1963.

Final Conclusion: The insolvency application was barred by limitation, and the orders admitting the petitions and affirming such admission could not be sustained.

Ratio Decidendi: For a Section 7 insolvency application, limitation runs from the date of default under Article 137 of the Limitation Act, 1963, and an Interim Resolution Professional's administrative admission of claims does not amount to acknowledgment of liability under Section 18 of that Act or extend an expired limitation period.

Issues: (i) Whether corporate guarantees executed by the corporate debtor constituted financial debt under the Insolvency and Bankruptcy Code, 2016. (ii) Whether the appellants' claims were liable to be rejected for non-submission or improper verification of documents. (iii) Whether the concurrent findings of the tribunals warranted interference in second appeal.

Issue (i): Whether corporate guarantees executed by the corporate debtor constituted financial debt under the Insolvency and Bankruptcy Code, 2016.

Analysis: A liability arising from a guarantee for money borrowed against payment of interest falls within the concept of financial debt, and a guarantor incurs coextensive liability with the principal borrower. The execution of the corporate guarantees was admitted by the corporate debtor, and the record showed that the guarantees were publicly disclosed and remained available to the lenders. The guarantees were executed before the account was treated as NPA on the relevant reckoning under the RBI prudential norms, so their timing did not invalidate the claim.

Conclusion: The corporate guarantees constituted financial debt, and the appellants were entitled to be recognised as financial creditors.

Issue (ii): Whether the appellants' claims were liable to be rejected for non-submission or improper verification of documents.

Analysis: The resolution process regulations permitted the insolvency professional to seek substantiating material and verify claims. The corporate debtor had admitted execution of the guarantees, the security trustee had confirmed custody of the executed and stamped guarantees, and the resolution professional had inspected them at New Delhi. The later production of the guarantees before the appellate tribunal could be taken into account in continuation of the original proceedings. The objection based on stamping also failed because non-stamping or improper stamping is a curable defect and does not by itself render the instrument void or unenforceable.

Conclusion: The rejection of the appellants' claims on the grounds of non-submission, verification, or stamping was unsustainable.

Issue (iii): Whether the concurrent findings of the tribunals warranted interference in second appeal.

Analysis: Interference in second appeal is justified where the findings are perverse. The tribunals had rejected the claims notwithstanding the admitted execution of the guarantees, the supporting material, and the applicable legal position on financial debt and stamping. Those findings were held to be manifestly perverse and legally unsustainable.

Conclusion: The impugned findings warranted interference.

Final Conclusion: The impugned orders were set aside, the appellants were recognised as financial creditors, and the matter was directed to proceed with reconstitution of the committee of creditors in accordance with law.

Ratio Decidendi: A corporate guarantee securing a borrowing can constitute financial debt, and objections based on non-disclosure, verification, or insufficient stamping do not defeat enforcement where execution is admitted and the defect is curable; perverse concurrent findings may be interfered with in second appeal.

Issues: Whether a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016 can be used to enforce a final money decree and recover a disputed decretal amount against a solvent corporate debtor.

Analysis: The operative question was not whether any liability existed in the abstract, but whether the insolvency forum could be invoked as a substitute for execution of a civil decree. The Court reiterated that the Insolvency and Bankruptcy Code is a revival and resolution statute, not a recovery legislation. Where a decree holder has the ordinary and efficacious remedy of execution, and the real dispute concerns the computation and quantification of the amount due, resort to Section 7 proceedings is impermissible if it functions only as a coercive debt recovery tool. The Court also noted the respondent's inconsistent stands on the amount due, the pendency of execution-related proceedings before the High Court, and the solvent and functioning nature of the appellant.

Conclusion: The Section 7 proceedings were an abuse of the insolvency process and could not be maintained as a recovery mechanism for a money decree. The impugned admission order was unsustainable and the dismissal of the Section 7 application was restored.

Ratio Decidendi: Insolvency jurisdiction under Section 7 of the Insolvency and Bankruptcy Code, 2016 cannot be invoked as a substitute for execution of a money decree, particularly where the dispute is essentially about quantification of the decretal amount and the corporate debtor is not shown to be genuinely insolvent.

Issues: (i) Whether an appeal against admission of a corporate insolvency application could be filed in the name of the corporate debtor by a suspended director after appointment of the interim resolution professional and after expiry of the statutory limitation period.

Analysis: Once an interim resolution professional is appointed on admission of an application under the Insolvency and Bankruptcy Code, the management of the corporate debtor vests in that professional. A suspended director therefore has no authority to prosecute an appeal in the name of the corporate debtor. An appeal so filed is not merely defective but is incompetent in its inception. The statutory scheme of limitation for appeals under the Code permits only the prescribed period and a limited condonable extension, and that time discipline cannot be bypassed by later changing the cause title so as to transform an incompetent filing into a maintainable appeal after limitation has expired.

Conclusion: The appeal in the name of the corporate debtor was not maintainable, could not be converted into a valid appeal by amendment after expiry of limitation, and was rightly dismissed.

Issues: Whether the respondent's application under Section 9 of the Insolvency and Bankruptcy Code, 2016 was barred by a pre-existing dispute between the parties, and whether the National Company Law Appellate Tribunal was justified in reversing the dismissal of the application.

Analysis: The dispute as to defective supplies, debit notes, reconciliation of accounts, and liability had arisen much before the demand notice. The correspondence exchanged before the notice, the police complaint, the inconsistent treatment of credits and debits in the parties' ledgers, and the respondent's own shifting demand figures showed that the accounts were contested and required reconciliation. The governing test is whether there exists a plausible pre-existing dispute that is not spurious, hypothetical, or illusory; the adjudicating authority is not required to determine the merits of the dispute or its likelihood of success. On that standard, the operational creditor's application did not merit admission, and the appellate tribunal erred in treating the defence as moonshine and in relying upon post-notice developments to negate the dispute.

Conclusion: The application under Section 9 was not maintainable in view of a pre-existing dispute, and the order of the National Company Law Appellate Tribunal was set aside.

Issues: Whether the phrase "any other institution in the same line of business" in Section 64(d) of the Multi-State Co-operative Societies Act, 2002 is to be construed narrowly by reference to the bye-laws of a multi-State co-operative society; and whether the appeal could proceed on the merits after the appellant sought withdrawal.

Analysis: The expression "same line of business" was read as a restrictive standard intended to prevent open-ended and dubious investments by a multi-State co-operative society. The relevant inquiry was held to turn on the objects and functions stated in the society's bye-laws, which govern the nature and scope of its permitted business activities. On that basis, the society's predominant activity was treated as financial and member-oriented, while its agro-based processing clause did not extend to industrial manufacture of man-made fibre or viscose textiles. The attempted reliance on the amended investment clause did not alter the object clause, and therefore did not establish sameness of business. The matter was, however, ultimately permitted to be withdrawn, and no final adjudication on the merits of the appeal was returned.

Outcome: The appeal was dismissed as withdrawn.

Issues: (i) Whether the appellant could appropriate the security deposit made in lieu of letter of credit after commencement of the corporate insolvency resolution process towards pre-CIRP dues; (ii) Whether the deposit could be treated as a bank guarantee or letter of credit so as to permit set-off or enforcement notwithstanding the moratorium under the Insolvency and Bankruptcy Code, 2016.

Issue (i): Whether the appellant could appropriate the security deposit made in lieu of letter of credit after commencement of the corporate insolvency resolution process towards pre-CIRP dues.

Analysis: The deposit of Rs. 108.44 crores remained the property of the corporate debtor till a lawful adjustment was made. Once the insolvency commencement date was reached, the moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 barred unilateral appropriation of amounts towards dues that had arisen before commencement of the CIRP. The claimed amount had already been part of the insolvency claim process, and the unilateral post-commencement adjustment against pre-CIRP bills was contrary to the scheme of insolvency resolution and the pari passu treatment of claims.

Conclusion: The appropriation towards pre-CIRP dues was impermissible and was rightly disallowed.

Issue (ii): Whether the deposit could be treated as a bank guarantee or letter of credit so as to permit set-off or enforcement notwithstanding the moratorium under the Insolvency and Bankruptcy Code, 2016.

Analysis: The record showed a security deposit made in lieu of a letter of credit, not an independent bank guarantee or a security interest created in favour of the appellant. The authorities on bank guarantees and letters of credit did not assist the appellant because no such enforceable instrument existed in the present form, and even an equivalent enforcement after commencement of CIRP would conflict with the moratorium when directed against the corporate debtor for pre-CIRP liabilities. The appellant's plea of set-off also failed because there were no mutual cross-claims of the kind that justify set-off in insolvency, and the adjustment sought was inconsistent with the statutory scheme.

Conclusion: The deposit could not be treated as an enforceable bank guarantee or letter of credit permitting set-off against pre-CIRP dues.

Final Conclusion: The impugned orders were affirmed, and the appeal failed on the ground that the unilateral adjustment of the security deposit against pre-CIRP dues was inconsistent with the insolvency moratorium and the resolution process.

Ratio Decidendi: A security deposit retained by the corporate debtor cannot be unilaterally appropriated after commencement of CIRP towards pre-CIRP dues, and neither a claimed set-off nor an attempted enforcement of a non-equivalent security arrangement can override the moratorium under the Insolvency and Bankruptcy Code, 2016.

Issues: (i) Whether a miscellaneous application seeking recall of a non-speaking order dismissing an SLP is maintainable after disposal of the SLP. (ii) Whether subsequent developments in insolvency proceedings, including an OTS and withdrawal under Section 12A of the Insolvency and Bankruptcy Code, 2016, can justify recall of the earlier dismissal. (iii) Whether alleged suppression or fraud was made out so as to reopen the disposed of SLP.

Issue (i): Whether a miscellaneous application seeking recall of a non-speaking order dismissing an SLP is maintainable after disposal of the SLP.

Analysis: A post-disposal miscellaneous application can be entertained only in narrow situations such as correction of clerical or arithmetical errors or where directions in an executory order have become impossible to implement because of later events. Once the SLP stands disposed of, the Court becomes functus officio except within those limited contours. A mere attempt to reopen a dismissed SLP does not satisfy the settled standard of maintainability.

Conclusion: The miscellaneous application was not maintainable and was against the applicant.

Issue (ii): Whether subsequent developments in insolvency proceedings, including an OTS and withdrawal under Section 12A of the Insolvency and Bankruptcy Code, 2016, can justify recall of the earlier dismissal.

Analysis: The later events relied upon arose in a separate statutory framework and beyond the civil revision from which the SLP had arisen. Such developments could not be examined collaterally in a miscellaneous application filed in the disposed of SLP. The Court also reiterated that withdrawal under Section 12A of the Insolvency and Bankruptcy Code, 2016 depends on the commercial wisdom of the Committee of Creditors, which is not to be substituted by judicial assessment of competing offers. The applicant's attempt to compare the alleged superiority of its offer with the approved settlement was therefore outside the permissible scope of review.

Conclusion: The subsequent insolvency developments did not furnish a ground for recall and the issue was against the applicant.

Issue (iii): Whether alleged suppression or fraud was made out so as to reopen the disposed of SLP.

Analysis: Fraud may vitiate proceedings, but the exception must be specifically established. The order dismissing the SLP was non-speaking and did not rest on any representation shown to have been suppressed. The material relied upon at best disclosed a separate grievance arising from later or parallel proceedings and did not establish that the dismissal order itself had been procured by fraud.

Conclusion: Alleged suppression or fraud was not proved and no recall was warranted.

Final Conclusion: The Court declined to reopen the dismissed SLP or to enter into the merits of later insolvency proceedings, leaving the parties to pursue any available remedy before the competent forum.

Ratio Decidendi: A miscellaneous application filed after disposal of an SLP is maintainable only in exceptional post-disposal situations, and a non-speaking dismissal cannot be recalled on the basis of later events or unsubstantiated allegations of suppression, especially where the relief sought would require collateral review of a separate statutory process governed by commercial wisdom.

Issues: Whether, after approval of a resolution plan under the Insolvency and Bankruptcy Code, a respondent whose counterclaim was not included in the plan can still be permitted to raise set-off before the arbitral tribunal as a defence.

Analysis: The binding effect of an approved resolution plan under Section 31(1) of the Insolvency and Bankruptcy Code, 2016 freezes claims as provided in the plan and extinguishes claims not forming part of it. A counterclaim not incorporated in the resolution plan cannot survive as an independent claim or be pursued for affirmative monetary relief after approval of the plan. However, the relevant clause in the resolution plan barred further payments and settlements on such claims, including counterclaims, but did not expressly bar use of the same facts or claim as a defensive plea of set-off in pending arbitration. Reading the plan strictly, and applying the principle that exclusion of one thing may imply exclusion only of what is clearly covered, the defensive use of set-off was held to be distinct from an enforceable counterclaim.

Conclusion: The respondent cannot independently prosecute the counterclaim after approval of the resolution plan, but may raise set-off only as a defence, without obtaining any positive or affirmative relief.

Final Conclusion: The impugned order was modified, and the appeal was allowed only to the limited extent of permitting set-off as a defensive plea while preserving the extinguishment of any independent claim for recovery.

Ratio Decidendi: An approved resolution plan extinguishes non-included claims for purposes of affirmative recovery, but a resolution-plan clause that bars payments and settlements does not necessarily exclude the limited use of set-off as a defence unless such exclusion is expressed or clearly implied.

Outcome: The appeals were disposed of and the Court declined to interfere in the matter.

Issues: (i) Whether the clarifications furnished by the resolution applicant (SEML) in response to queries from the resolution professional/CoC resulted in any enhancement or modification of SEML's Resolution Plan; (ii) Whether, after approval by the NCLT and affirmation by the NCLAT and implementation of the plan, this Court may interfere at this stage.

Issue (i): Whether clarifications furnished by SEML altered the substance of its resolution plan with respect to (a) replacement/ treatment of bank guarantees and related margin money and (b) conversion of deferred payment into an enhanced upfront payment.

Analysis: The Resolution Plan originally provided that margin money aggregating to Rs.180.05 crores would flow to the CoC and that SEML would infuse Rs.103.39 crores as fresh margin money for BGs it intended to continue; the remaining Rs.76.61 crores related to BGs proposed to be extinguished and thereby released to the CoC. The RP's email sought clarifications on timing and treatment; SEML's responses explained that the margin money for BGs to be extinguished would be returned to the CoC and that replacement margin money would be provided to issuing banks until formal release. On deferred payment, SEML's plan offered NCDs whose face value and coupon produced an aggregate higher cashflow, with Rs.240 crores being the present discounted value (NPV) payable upfront if the CoC so elected. The clarifications merely explained mechanics and reaffirmed existing valuation (NPV) and timing options; they did not increase the aggregate consideration payable to the CoC nor substitute new commercial terms beyond what the plan already allowed.

Conclusion: The clarifications did not amount to any enhancement or material modification of SEML's Resolution Plan.

Issue (ii): Whether this Court may entertain interference after concurrent approvals by NCLT and NCLAT and implementation of the Resolution Plan.

Analysis: Appeals to this Court under Section 62 are confined to questions of law. Appeals under Section 61(3) before the NCLAT are limited to specified grounds including material irregularity by the RP. The RP acted on the CoC's directions in seeking clarifications; such conduct cannot be characterised as material irregularity. There are concurrent factual and legal findings by the NCLT and NCLAT that no material irregularity occurred and that the CoC's commercial wisdom governed approval; absent demonstrable arbitrariness, illegality, or ignorance of mandatory provisions, appellate interference is not warranted. The Resolution Plan was implemented and amounts paid, further diminishing scope for intervention.

Conclusion: No interference is permissible; the appeals are not maintainable on the invoked grounds and must be dismissed.

Final Conclusion: The concurrent findings of the NCLT and NCLAT that SEML's clarifications did not modify its Resolution Plan and that no material irregularity by the RP occurred are upheld; the commercial wisdom of the CoC in approving the plan remains non-justiciable except on the narrow statutory grounds, and the appeals are dismissed.

Ratio Decidendi: Courts' review of an approved resolution plan is limited to the statutory grounds in Sections 30(2) and 61(3) of the Insolvency and Bankruptcy Code, 2016; clarifications that merely explain contractual mechanics or reaffirm present values do not constitute material modification, and decisions of the Committee of Creditors exercising commercial wisdom are not amenable to substitution by judicial review absent arbitrariness, illegality or material irregularity by the resolution professional.