2025 (10) TMI 819 - AT - IBC

Appeal dismissed; s.60(5) IBC recovery refused as sums were uncrystallized, disputed, contingent and outside insolvency

NCLAT dismissed the appeal and upheld the Adjudicating Authority's refusal to direct recovery under s.60(5) IBC. The Tribunal held claimed sums were ... Seeking directions against Respondent No.1 and 2 to recover certain dues from them as payable to the Corporate Debtor - Adjudicating Authority committed error in not exercising its enabling jurisdiction u/s 60(5) of the IBC to pass directions on the recovery of the purported amounts claimed by the Liquidator on behalf of the Corporate Debtor which amounts have been disputed by Respondent Nos.1 and 2 or not - HELD THAT:- It is found that the Respondent No.1 has contended that in respect of Khurja project, a sum of Rs. 15 lakh which was claimed by them related to unapproved variation from the project and that these payments were contingent upon receiving approval of Respondent No.2 in respect of the variations. This does not tantamount to acknowledgement of any pending or crystallized dues payable to the Corporate Debtor. In any case, no final bills had been submitted for the Khurja project and recoverable amount being provisional in nature cannot be treated as final admission of debt. Basis the internal reconciliation notes regarding project wise excess payments and adjustments to be made across unrelated projects, it would be misplaced to hold these communications as an admission of liability on the part of the Respondents qua the Appellant. The OM and the letters at best are mere approximation and estimation of accounts without the stamp and seal of verification and final conciliation of the accounts and therefore the reliance placed on them by the Appellant to claim that the outstanding amount qua them had crystallised is not tenable. In view of the above findings, the ratio of the RKKR Steels judgment [2022 (12) TMI 368 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, CHENNAI] does not support the submission made by the Appellant as in that case the debt was unequivocally admitted, quantified and supported by documents while the present case is one characterized by pending final bills, unresolved variation approvals, excess payments unadjusted and reconciled amounts requiring documentary compliances. The jurisprudence laid down by this judgement is clear that the Hon’ble Apex Court after examining in details the use of expressions “arising out of” and “in relation to” in Section 60(5) of the IBC has held that NCLT cannot exercise its jurisdiction over matters dehors the insolvency proceedings since such matters would fall outside the realm of IBC. While the duty of the Resolution Professional and the jurisdiction of the NCLT cannot be conflated, it was clarified that the Resolution Professional can approach the NCLT for adjudication of disputes which relate to the insolvency resolution process but when the dispute arises dehors the insolvency of the Corporate Debtor, the Resolution Professional must approach the relevant competent authority. In the absence of a legally adjudicated or admitted claim, as in the facts of the present case, guidance provided by the judicial precedent laid down in Gujarat Urja judgment [2021 (3) TMI 340 - SUPREME COURT] and are of the considered view that the Adjudicating Authority stood precluded from ordering recovery of claim amount as sought by the Appellant-Liquidator in exercise of Section 60(5) of the IBC. The Liquidator has clearly endeavoured to sidestep and short-circuit the jurisdiction of other authorities and has approached the Adjudicating Authority for the enforcement of the uncrystallized dues of the Corporate Debtor. The trajectory of events makes it clear that insolvency of the Corporate Debtor was not being employed as a ground by the Respondents for not making the payment but the payment was denied on account of contractual disputes surrounding uncrystallised debt which had arisen dehors the insolvency of the Corporate Debtor. In the absence of jurisdiction over the dispute, the Adjudicating Authority has rightly not allowed the prayers of the Liquidator. There is no illegality or infirmity in the impugned order passed by the Adjudicating Authority. The impugned order does not need any intervention. The Appeal fails and is dismissed. 1. ISSUES PRESENTED AND CONSIDERED 1.1 Whether the Adjudicating Authority (under Section 60(5) of the IBC) erred in refusing to entertain the Liquidator's application to recover amounts claimed as receivables of the liquidation estate where the respondents disputed the claims. 1.2 Whether entries in the corporate debtor's audited balance sheet reflecting receivables constitute an unequivocal, crystallized and legally enforceable debt such that the Liquidator may seek recovery before the Adjudicating Authority without invoking contractual dispute-resolution mechanisms. 1.3 Whether the Liquidator's statutory duties under Sections 35 and 36 of the IBC and Regulation 39 of the Liquidation Process Regulations permit summary enforcement by the Adjudicating Authority of disputed contractual claims, bypassing agreed fora (including arbitration) or other competent courts. 1.4 Whether contractual clauses (including arbitration and payment certification requirements in the Letter of Intent/Form A & B) preclude the Adjudicating Authority from exercising jurisdiction over the disputed claims during liquidation. 2. ISSUE-WISE DETAILED ANALYSIS Issue 1.1 - Adjudicating Authority's jurisdiction under Section 60(5) to decide Liquidator's recovery application Legal framework: Section 60(5) IBC confers jurisdiction on the Adjudicating Authority to entertain or dispose of any application or proceeding by/against the corporate debtor, any claim made by/against it, and 'any question of priorities or any question of law or facts, arising out of or in relation to the insolvency resolution or liquidation proceedings.' Precedent Treatment: The Supreme Court's Gujarat Urja decision was treated as authoritative on the contours of Section 60(5), holding NCLT/NCLAT may adjudicate disputes that arise solely from or relate to the insolvency but must not usurp fora for disputes dehors insolvency. Tribunal decisions (e.g., RKKR Steels and Bansal Trading) were contrasted: RKKR upheld Liquidator's recovery where debts were admitted and documented; Bansal held that sundry disputed debts, not fit for summary adjudication, cannot be decided under Section 60(5). Interpretation and reasoning: The Tribunal applied the Gujarat Urja test - require a nexus between the dispute and insolvency. Where the alleged claim is disputed, contingent, or arises from non-compliance with contractual conditions (and where the contract prescribes alternative dispute resolution), the dispute is dehors the insolvency for jurisdictional purposes. The Adjudicating Authority's refusal to exercise Section 60(5) jurisdiction in the facts (disputed/uncrystallised contractual dues) was consistent with this limitation. Ratio vs. Obiter: Ratio - Section 60(5) jurisdiction is confined to disputes arising from or related to insolvency; it does not extend to routine contractual disputes lacking nexus to insolvency. Obiter - cautionary remarks about not usurping other fora are reiterations of Gujarat Urja. Conclusions: The Tribunal concluded there was no jurisdictional error in the Adjudicating Authority declining to decide the Liquidator's recovery application under Section 60(5) because the claims were disputed and did not sufficiently arise solely from or relate to the insolvency process. Issue 1.2 - Legal effect of balance-sheet entries as admission/crystallisation of debt Legal framework: Sections 2(27), 35 and 36 IBC and Regulation 39 LPR govern what constitutes liquidation estate and the Liquidator's duties to identify and preserve assets including actionable claims; but legal enforceability of a claim requires substantiation beyond internal accounting entries. Precedent Treatment: Decision in RKKR (relied on by the Liquidator) permitted Liquidator recovery where debts were unequivocally admitted, quantified and documented. Gujarat Urja emphasises substantive nexus and admissibility rather than mere accounting entries. Interpretation and reasoning: The Tribunal held that unilateral entries in the corporate debtor's audited balance sheet or internal communications are not determinative of legal liability where contractual conditions for payment remain unfulfilled (e.g., Engineer's certificates, invoices, tax documentation) or where adjustments/excess payments exist. Internal reconciliation notes and memoranda that evidence provisional estimates or adjustments do not amount to final admission of debt against third parties. Ratio vs. Obiter: Ratio - Balance-sheet entries or internal communications do not per se crystallize legal obligations of third parties absent documentary/compliance substantiation or unambiguous admission addressed to the claimant. Obiter - emphasis that documented, admitted and liquidated claims may be enforced via Adjudicating Authority was illustrative. Conclusions: The Tribunal concluded the audited receivable entries did not, on the record, amount to crystallized, legally enforceable debts against the respondents; hence the Adjudicating Authority was not bound to order recovery based solely on those entries. Issue 1.3 - Scope of Liquidator's powers (Sections 35/36 and Regulation 39) to seek summary enforcement of disputed contractual claims Legal framework: Section 35(1)(b) empowers the Liquidator to take control of assets and to institute/defend suits; Section 36 defines liquidation estate to include assets and rights reflected in balance sheet; Regulation 39 directs steps to protect/preserve assets. Precedent Treatment: RKKR demonstrates Liquidator's recovery power where claims are admitted/documented; Gujarat Urja limits NCLT's jurisdictional reach to insolvency-related disputes. Bansal underscores unsuitability of summary adjudication for disputed sundry debts. Interpretation and reasoning: The Tribunal reconciled the Liquidator's duty to protect estate with the requirement that claims be legally enforceable or adjudicable by the Adjudicating Authority. Where claims remain conditional, contested, or governed by contractual dispute-resolution clauses, the Liquidator must pursue appropriate fora (arbitration/civil courts) rather than seek summary enforcement via Section 60(5). The Liquidator can institute suits/arbitration on behalf of the corporate debtor, but summary enforcement by NCLT is inappropriate for uncrystallized disputes. Ratio vs. Obiter: Ratio - Liquidator's statutory duties do not permit summary enforcement of contested contractual claims before the Adjudicating Authority absent crystallization/admission/documentary support that links dispute to insolvency. Obiter - guidance that Liquidator retains liberty to initiate appropriate proceedings was permissive. Conclusions: The Tribunal held that the Liquidator's invocation of Sections 35/36 and Regulation 39 did not automatically vest the Adjudicating Authority with jurisdiction to summarily decide disputed contractual claims; the Liquidator must pursue appropriate dispute-resolution mechanisms where claims are uncrystallized. Issue 1.4 - Effect of contractual clauses (arbitration, certification, jurisdiction) on NCLT jurisdiction Legal framework: Parties' contractual agreement (LOI/Form A & B) specified certification, contractor invoices, tax documentation, and an arbitration clause (Clause 38) and forum stipulation (High Court jurisdiction) for disputes. Precedent Treatment: Gujarat Urja recognises contractual dispute-resolution frameworks and the need to respect fora when disputes are dehors insolvency; prior Tribunal rulings apply similar principles when contracts prescribe arbitration/courts. Interpretation and reasoning: The Tribunal observed that contractual pre-conditions (Engineer's certificate, invoices) were unmet and arbitration/forum clauses remained operative. Those clauses indicate that the dispute resolution mechanism lies outside insolvency unless the dispute arises solely from insolvency. Because the claims turned on contractual compliances, variation approvals, and account adjustments, they were contractual disputes to be resolved per the LOI and not appropriate for summary disposal by the Adjudicating Authority. Ratio vs. Obiter: Ratio - Binding contractual dispute-resolution clauses that govern the relationship and require adjudication elsewhere preclude Adjudicating Authority exercise of Section 60(5) jurisdiction in cases where disputes are not insolvency-linked. Obiter - statement that insolvency does not abrogate agreed dispute mechanisms except where disputes arise solely from insolvency. Conclusions: The Tribunal concluded that the arbitration and payment-certification clauses were relevant and operative; they supported the Adjudicating Authority's decision to decline the Liquidator's prayer and to allow pursuit of appropriate fora, subject to liberty to initiate proceedings on merits elsewhere. Overall Conclusion The Tribunal upheld the Adjudicating Authority's dismissal of the Liquidator's application: the disputed receivables were not sufficiently crystallized or admitted; contractual conditions and dispute-resolution clauses remained unfulfilled and operative; and Section 60(5) jurisdiction could not be invoked to summarily enforce contested contractual claims that do not arise solely from or relate directly to the insolvency. The Liquidator was permitted to pursue appropriate legal remedies, with no adjudication on merits by the Tribunal.