Residuary insolvency jurisdiction is limited to disputes linked to CIRP; contractual termination cannot be stayed without that nexus.

Section 60(5)(c) of the Insolvency and Bankruptcy Code is confined to disputes with a real nexus to the insolvency resolution process; an arbitration clause does not by itself exclude NCLT jurisdiction, but contractual claims founded on alleged breaches unrelated to insolvency commencement fall outside the residuary power. The Court also noted that interim restraint on termination of a contract is justified only where the agreement is central to the corporate debtor's survival and necessary to preserve the company as a going concern. On the facts, the facilities agreement lacked that insolvency-linked foundation, so the termination stay could not be sustained.

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Issues: (i) Whether the National Company Law Tribunal could exercise residuary jurisdiction under Section 60(5)(c) of the Insolvency and Bankruptcy Code 2016 to adjudicate the contractual dispute between the parties; (ii) Whether such jurisdiction could be used to stay the termination of the Facilities Agreement.

Issue (i): Whether the National Company Law Tribunal could exercise residuary jurisdiction under Section 60(5)(c) of the Insolvency and Bankruptcy Code 2016 to adjudicate the contractual dispute between the parties.

Analysis: Section 238 of the Insolvency and Bankruptcy Code 2016 gives the Code overriding effect over inconsistent laws and instruments, and the existence of an arbitration clause in the Facilities Agreement did not by itself exclude the Tribunal's jurisdiction. However, the residuary power under Section 60(5)(c) is confined to disputes arising out of or in relation to the insolvency resolution process. The material showed that the termination was founded on alleged contractual breaches and not on the insolvency commencement itself. The dispute therefore lacked the necessary nexus with the insolvency process.

Conclusion: The Tribunal had no residuary jurisdiction to entertain the contractual dispute.

Issue (ii): Whether such jurisdiction could be used to stay the termination of the Facilities Agreement.

Analysis: The power to preserve a corporate debtor as a going concern does not authorise interference with every contractual termination. Interim restraint on termination is justified only where the contract is central to the success of the corporate insolvency resolution process and its termination would threaten the corporate debtor's survival. On the facts, the Facilities Agreement was not shown to be of that character, and the stay was granted without the required factual foundation linking the termination to insolvency or to corporate death.

Conclusion: The ad-interim stay on termination could not be sustained.

Final Conclusion: The appellate order was set aside and the proceedings against the appellant were dismissed for want of jurisdiction, leaving no basis for interference with the contractual termination on the facts found.

Ratio Decidendi: The residuary jurisdiction under Section 60(5)(c) of the Insolvency and Bankruptcy Code 2016 can be invoked only where the dispute has a real nexus with the insolvency resolution process, and a valid contractual termination cannot be restrained unless it is central to preserving the corporate debtor as a going concern.

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