Transfer of winding up proceedings requires fresh IBC admission and meeting the applicable statutory threshold on conversion.

Transferred winding up petitions converted into insolvency applications must be adjudicated afresh under the Insolvency and Bankruptcy Code and satisfy the Code's admission criteria in force at conversion; the operational creditor therefore must meet the statutory threshold applicable on conversion. Unilateral invoice clauses claiming interest cannot be added to the debt for computing that threshold absent agreement, acceptance, or conduct proving assent. A post confirmation reconciliation letter lacking particulars and timely claim did not create a bona fide pre existing dispute, so the dispute objection fails but the application remains inadmissible for failing the threshold.

---

---

Issues: (i) Whether NCLT, on transfer of a winding-up petition already admitted by a High Court, must proceed from the stage of admission or re-examine admission under the Insolvency and Bankruptcy Code when the petition is converted into a Section 9 application; (ii) Whether the operational creditor must satisfy the statutory parameters for admission of a Section 9 application after such transfer; (iii) Whether the threshold amount applicable to the transferred petition converted into Section 9 in 2022 is Rs. 1 Lakh or Rs. 1 Crore; (iv) Whether interest claimed unilaterally at 24% per annum can be included in computing the debt for meeting the threshold; (v) Whether there existed a pre-existing dispute justifying rejection of the Section 9 application.

Issue (i): Whether NCLT, on transfer of a winding-up petition admitted by the High Court, must re-examine admission under the IBC or proceed from the stage of admission.

Analysis: The transfer proviso to Section 434(1)(c) and Rule 5 of the Transfer Rules permit transfer of winding-up proceedings to the Tribunal, to be dealt with under the Code. Authoritative decisions hold that petitions transferred must be considered under the IBC; Section 7 and Section 9 proceedings are independent and require adjudication on the IBC parameters even if a winding-up petition was earlier admitted by a court.

Conclusion: After transfer, NCLT must examine the petition under the IBC provisions and is not bound to mechanically treat prior High Court admission as automatic admission under Section 9.

Issue (ii): Whether the operational creditor must satisfy the statutory parameters for admission of a Section 9 application after transfer.

Analysis: The Transfer Rules and the order directing conversion and compliance require submission of information necessary for admission under Sections 7/8/9. Precedent confirms that transferred matters converted to Section 9 must satisfy all parameters for admission under the Code.

Conclusion: The operational creditor must satisfy all parameters for admission of the Section 9 application, including the threshold requirement.

Issue (iii): Applicable threshold amount for the Section 9 application converted in 2022 - Rs. 1 Lakh or Rs. 1 Crore.

Analysis: The statutory threshold under Section 4 of the IBC was increased to Rs. 1 Crore effective 24.03.2020. The petition was converted into a Section 9 application after that date (conversion in 2022), and the adjudicating order directed the applicant to satisfy maintainability under the amended Section 4.

Conclusion: The threshold applicable to the converted Section 9 application is Rs. 1 Crore and the operational creditor must fulfil that threshold.

Issue (iv): Whether unilateral claim of interest at 24% per annum can be included in the debt for meeting the threshold.

Analysis: Invoices unilaterally stating an interest term do not establish an agreed contractual obligation to pay interest unless there is agreement, acceptance, or conduct showing acceptance. Tribunal precedent rejects addition of unilateral interest claims in absence of contractual acceptance; inclusion of such interest for threshold computation is impermissible if not proved.

Conclusion: Interest at 24% per annum, being unaccepted and unproved, cannot be included in the debt; the debt remains the principal of Rs. 7,62,500 which does not meet the Rs. 1 Crore threshold.

Issue (v): Whether there was a pre-existing dispute warranting rejection of the Section 9 application.

Analysis: The corporate debtor executed an account confirmation acknowledging outstanding of Rs. 7,62,500 as on 28.02.2004. A subsequent reconciliation-letter months later alleging exaggerated rates did not provide particulars nor was a claim raised within contractual timelines; earlier judicial findings regarded the dispute as not bona fide. Precedent and record indicate that the post-confirmation letter did not constitute a bona fide pre-existing dispute.

Conclusion: No pre-existing bona fide dispute existed; the objection of pre-existing dispute is rejected.

Final Conclusion: On transfer and conversion of the winding-up petition into a Section 9 application after the amendment raising the threshold, the Tribunal must apply the IBC admission criteria; the operational creditor failed to prove an agreed interest component and failed to meet the Rs. 1 Crore threshold, warranting setting aside of the admission order.

Ratio Decidendi: A winding-up petition transferred to the NCLT and converted into an insolvency application must be adjudicated under the Insolvency and Bankruptcy Code and meet the Code's admission requirements in force on conversion; unilateral invoice terms for interest cannot be added to the debt for threshold computation absent agreement or acceptance by the corporate debtor.

---