2026 Supreme(Online)(NCLAT) 632

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
Indevar Pandey, MT
M/S DHARAMPAL PREMCHAND LTD. – Appellant
Versus
Trimurti Foodtech Private Limited – Respondent
Company Appeal (AT) (Insolvency) No. 1872 of 2025

A disputed and contingent claim does not entitle an operational creditor to notice of Committee of Creditors meetings under Section 24(3)(c) of the IBC; an unchallenged classification of a claim as contingent during CIRP will bar its subsequent recall.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 24(3)(c), 31, and 61 - Corporate Insolvency Resolution Process - Mandatory notice of Committee of Creditors meetings to operational creditors - Scope of recall jurisdiction of Adjudicating Authority - Approval and finality of Resolution Plan.

(B) Constitutional Law of India - Article 300A - Deprivation of property - Leased assets in insolvency estate.

Facts of the case:
The Appellant, claiming to be an Operational Creditor, entered into a Contract Manufacturing and Packaging Agreement with the Corporate Debtor, and also provided equipment under a separate Equipment Lease Agreement. The Appellant terminated the agreement in 2017, but disputes regarding the validity of termination and substantial reciprocal claims existed. The Corporate Debtor was admitted into CIRP in 2021. The Appellant submitted a claim for approximately Rs. 6.81 Crores. The Resolution Professional (RP) informed the Appellant that the claim was under verification and not tallying with the books of account. The RP later issued a legal notice stating that the Appellant’s claim was admitted but would be treated as contingent due to a counterclaim of approximately Rs. 55.68 Crores from the Corporate Debtor. The Resolution Plan subsequently treated the Appellant’s claim as contingent with a 'NIL' admitted amount, which was approved by the Adjudicating Authority. The Appellant’s application to recall the approval was dismissed, leading to this appeal.

Findings of Court:
The court found that the Appellant’s claim was never finally admitted as an undisputed operational debt; it was always treated as contingent due to existing disputes and counterclaims. The court held that Section 24(3)(c) notice requirements presuppose that the claimant is recognized as an admitted Operational Creditor, which the Appellant was not. The court also found that the RP’s classification of the claim as contingent was justified given the reciprocal claims. The court noted the Appellant’s acquiescence by not challenging the classification during the CIRP. Allegations of fraud, collusion, and suppression of material facts were not substantiated. The court emphasized the importance of finality in the insolvency process, especially after a Resolution Plan has been implemented. The court distinguished the judgments cited by the Appellant as being factually different.

Issues: - Whether the Adjudicating Authority was justified in rejecting the recall application of the order approving the Resolution Plan. - Whether non-service of notice under Section 24(3)(c) of the Code vitiated the CIRP. - Whether the classification of the Appellant’s claim as “contingent” due to an unadjudicated counterclaim was illegal. - Whether the RP’s assumption of a continuing contract after its alleged termination was valid. - Whether there was any fraud, suppression, or material irregularity in the approval of the Resolution Plan.

Ratio Decidendi: An operational creditor whose claim is disputed, contingent, and not finally admitted is not entitled to notice of CoC meetings under Section 24(3)(c). The Resolution Professional’s role in classifying claims during CIRP does not require final adjudication of contractual disputes; the existence of serious reciprocal disputes justifies treating a claim as contingent. A successfully implemented Resolution Plan cannot be lightly reopened, especially when the claimant failed to challenge the treatment of its claim during the CIRP process. (Paras 53, 59, 62, 63, 72, 73) Result : Appeal dismissed. (Para 76)

(C) Arbitration and Conciliation Act, 1996 - Section 11 - Invocation of arbitration clause during CIRP does not invalidate the resolution process. (Paras 38, 41)

(D) Contract law - Termination and renewal of contract - In absence of a fresh document, a contract does not automatically renew; however, an RP can consider the contractual clauses and conduct of parties for claim verification without finally adjudicating the contract's status. (Paras 53, 61, 68) (E) Analysis of Judgments - Judgments regarding crystallization of damages claims (e.g., CSA Corporation, Associate Builders) and automatic renewal of leases (e.g., Hardesh Ores) were distinguished as not directly applicable to the claim verification process under the IBC. (Paras 67-71) (F) Practice and Procedure - The jurisdiction of the appellate tribunal under Section 61 of the IBC is limited; interference with an approved Resolution Plan requires a showing of patent illegality, material irregularity, or violation of mandatory provisions. (Para 50) (G) Evidence - Acquiescence and delay - A party who is aware of the classification of its claim during the CIRP and does not challenge it until after plan approval is deemed to have acquiesced. (Paras 33, 42, 43, 58)