2025 (7) TMI 1209 - AT - IBC

NCLAT allows Section 9 application despite quality disputes, finds debt established through ledger acknowledgment

NCLAT Principal Bench set aside the Adjudicating Authority's rejection of a Section 9 application under the Insolvency and Bankruptcy Code. The lower ... Rejection of section 9 application - rejection on the ground that there has been pre-existing dispute - HELD THAT:- The Adjudicating Authority has treated Corporate Debtor as financial solvent company, however the fact is also noted that no details, whatsoever, has been recorded by the Adjudicating Authority for concluding the same based on the ratio of S.S. Engineers & Ors. [2022 (9) TMI 377 - SUPREME COURT]. Reliance placed in the judgement of the Hon’ble Supreme Court of India passed in HPCL Bio Fuels Ltd. Vs. Shahji Bhanudas Bhad, [2024 (11) TMI 352 - SUPREME COURT], where the Hon’ble Supreme Court of India has categorically differentiated from proceedings of recovery of debt vis-à-vis resolution of Corporate Debtor. It is also noted that while dismissing Section 9 application of the Appellant which are based on three invoices i.e., two invoices relating to non delivery of goods and third invoice regarding alleged inferior quality - It may be noted that the Adjudicating Authority is required to admit Section 9 application if debt and default is established and there is no pre-existing dispute. In the present case, debt and default has been established to the extent that the same has been acknowledged in the ledgers accounts. The fact of the debt and default is further strengthened taking into consideration the fact that both the parties have factored into consideration the GST benefits in their respective entities based on the goods supplied by the Appellant to the Respondent. or the pre-existing dispute, the Hon’ble Supreme Court of India has laid down clear guidelines in the case of Mobilox Innovations Pvt. Ltd. vs. Kirusa Software Pvt. Ltd. [2017 (9) TMI 1270 - SUPREME COURT] where the disputes under Section 8(2)(a) of the Code has been elaborated. The Hon’ble Supreme Court of India has categorically mentioned that it is not for the Tribunal to go into details of the pre- existing dispute however at the same time the pre-existing disputes should not be Moon Shine defence - thus, pre-existing dispute, can relate to quality of goods or quantity of goods or counter claims by the Corporate Debtor which have been raised by the Corporate Debtor prior to demand notice has been issued by the Operational Creditor, like the Appellant in the present case. The Adjudicating Authority clearly erred in rejecting the application filed under Section 9 of the Code of the Appellant - the Impugned Order is set aside - Appeal allowed. ISSUES: Whether the existence of a pre-existing dispute regarding the quality or delivery of goods bars admission of a Section 9 application under the Insolvency and Bankruptcy Code, 2016 ('Code').Whether the operational debt and default threshold under the Code is satisfied despite disputed invoices.Whether acknowledgement of debt by ledger accounts, emails, and GST filings constitutes sufficient evidence of debt and default under the Code.Whether a vague or unsubstantiated dispute, such as a WhatsApp message lacking specific invoice references, amounts to a pre-existing dispute under Section 8(2)(a) of the Code.Whether the Adjudicating Authority's dismissal of the Section 9 application for lack of proper authorization of the petition was justified.Whether the financial solvency of the Corporate Debtor is a valid ground for rejecting a Section 9 application under the Code.What is the proper approach to assessing pre-existing disputes and admitted debt when part of the claim is disputed and part is undisputed above the statutory threshold. RULINGS / HOLDINGS: The Court held that the Adjudicating Authority erred in dismissing the Section 9 application on the ground of a pre-existing dispute based on vague and unsubstantiated claims, including a WhatsApp message that did not specify the disputed invoices, as such a dispute was not 'plausible' and amounted to a 'Moon Shine defence.'The Court found that the operational debt and default threshold of Rupees One Crore was clearly satisfied even after excluding the disputed invoices, since the admitted and acknowledged outstanding liability exceeded the statutory minimum.The Court held that acknowledgements of debt by way of ledger accounts, emails confirming outstanding balances, and GST filings reflecting input tax credit availed by the Corporate Debtor constituted sufficient documentary evidence of debt and default under the Code.The Court ruled that a general or vague denial without specific reference to invoices or amounts does not constitute a valid pre-existing dispute under Section 8(2)(a) of the Code and cannot bar admission of the insolvency petition.The Court found the Adjudicating Authority's dismissal on the ground of improper authorization to be a non-speaking order lacking proper analysis and thus unsustainable.The Court held that the Adjudicating Authority's conclusion regarding the financial solvency of the Corporate Debtor was not supported by any recorded analysis or evidence and thus was a non-speaking order; moreover, financial solvency alone is not a sufficient ground to reject a Section 9 application without proper examination.The Court emphasized that where a significant portion of the debt is undisputed and above the threshold, and the alleged dispute relates to a minor part or is frivolous, the Section 9 application ought to be admitted rather than dismissed on account of pre-existing disputes. RATIONALE: The Court applied the statutory framework of the Insolvency and Bankruptcy Code, 2016, particularly Sections 8 and 9, and relied on binding Supreme Court precedents including Mobilox Innovations Pvt. Ltd. vs. Kirusa Software Pvt. Ltd., which requires that a pre-existing dispute must be a 'plausible contention which requires further investigation' and not a 'patently feeble legal argument or assertion of fact unsupported by evidence.'The Court referred to the principle that the Adjudicating Authority's role under Section 9 is limited to determining whether there is a default exceeding the prescribed threshold and not to adjudicate the quantum or validity of the debt in detail.The Court distinguished the present facts from cases where financial solvency justified dismissal, noting the absence of any detailed analysis by the Adjudicating Authority and reliance on a recent Supreme Court decision clarifying that insolvency proceedings are not a debt recovery forum for solvent companies without genuine disputes.The Court noted that acknowledgments of debt through ledger confirmations and GST returns are relevant and admissible evidence of debt and default, especially where the Corporate Debtor has availed input tax credit on the invoices in question.The Court emphasized that vague or general denials, including unsubstantiated WhatsApp messages lacking specific invoice references, do not constitute valid pre-existing disputes capable of barring insolvency proceedings.The Court reaffirmed the burden on the Corporate Debtor to prove the existence of a pre-existing dispute by producing critical evidence, and that mere denial or invocation of arbitration without substantive proof is insufficient.The Court identified the Adjudicating Authority's order as a non-speaking order on key issues, notably authorization and financial solvency, reflecting a doctrinal shift towards stricter scrutiny of dismissal grounds under Section 9.