Tribunal affirms buyer/seller relationship, emphasizes primary document, dismisses appeal.

The Tribunal upheld the Adjudicating Authority's decision, determining the relationship between the parties as that of a Buyer/Seller rather than a Financial Creditor/Corporate Debtor. It affirmed the High Seas Sale Agreement as the primary document and ruled that the Arbitral Award is subject to the subsequent MoU, emphasizing that the Insolvency and Bankruptcy Code should not be used for recovery. The appeal was dismissed without costs, allowing parties to explore other legal avenues if necessary.

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Issues Involved:
1. Nature of the relationship between the Appellant and the Respondent.
2. Whether the "High Seas Sale Agreement" is the source document or should be considered along with other agreements.
3. Whether the Arbitral Award based on consent terms is subject to the subsequent MoU.

Detailed Analysis:

Issue No. (I): Nature of Relationship

(a) Nature of Relationship:
- The Appellant, M/s Shakti International Pvt. Ltd. (SIPL), is involved in importing, exporting, and dealing in oils, while the Respondent, M/s Pandi Devi Oil Pvt. Ltd. (PDOPL), is engaged in importing crude palm oils and running a factory for the same.
- A "High Seas Sale Agreement" was executed on 23.04.2012, under which SIPL agreed to import crude palm oil for PDOPL.
- SIPL granted a loan of Rs. 1,84,00,000/- to PDOPL on 09.04.2012, which was later renewed on 21.03.2013, including an additional working capital loan of Rs. 71,00,000/-.

(b) Buyer/Seller or Financial Creditor/Corporate Debtor:
- The agreements and MoU indicate that the relationship between SIPL and PDOPL is of a Buyer and Seller rather than a Financial Creditor and Corporate Debtor.
- The Loan Agreements were part of the commercial transactions to facilitate the High Seas Sale Agreement.
- The Tribunal concluded that the relationship is commercial and not financial, supporting the Adjudicating Authority's decision to dismiss the Section 7 Application under the I & B Code, 2016.

Issue No. (II): Source Document

- The "High Seas Sale Agreement" dated 23.04.2012 was the primary document governing the transaction between SIPL and PDOPL.
- The Loan Agreements were subsequent and independent but were part of the financial arrangements to facilitate the High Seas Sale Agreement.
- The Tribunal agreed with the Adjudicating Authority's view that the High Seas Sale Agreement is the source document, and the other agreements are part of the full documentation.

Issue No. (III): Arbitral Award and Subsequent MoU

- The Arbitral Award dated 18.03.2015 was based on consent terms agreed upon by both parties.
- A subsequent MoU dated 19.03.2015 was signed to give effect to the consent terms, indicating that the Arbitral Award is subject to the MoU.
- The MoU included provisions for SIPL to run PDOPL's plant and provide financial assistance, which was allegedly not fulfilled by SIPL.
- The Tribunal concluded that the Arbitral Award is subject to the MoU, and the MoU supersedes prior agreements and negotiations.

Conclusion:
- The Tribunal upheld the Adjudicating Authority's decision, finding no error in treating the Appellant as a Buyer/Seller rather than a Financial Creditor/Corporate Debtor.
- The High Seas Sale Agreement was correctly treated as the source document.
- The Arbitral Award is subject to the subsequent MoU, and the I & B Code should not be used as a recovery mechanism.
- The appeal was dismissed, granting liberty to the parties to seek alternate legal remedies if required.

Final Order:
- The appeal is dismissed with no costs, and parties are given liberty to pursue alternate legal remedies in accordance with the law.

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