The court dismissed the insolvency petition as the creditors failed to establish due debt and acknowledged that ongoing disputes over repayment obligations preclude the initiation of a resolution process under the Code.

ORDER

1. The present Petition is filed under section 7 of the Insolvency and Bankruptcy Code, 2016 (for brevity ‘IBC’/Code) read with Rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules 2016 on 20.12.2022 by Piramal Capital and Housing Finance Limited and Omkara Assets Reconstruction Private Limited seeking to initiate Corporate Insolvency Resolution Process in respect of Atria Brindavan Power Private Limited for committing default in payment of Rs. 428,39,20,221/- (Rupees Four Hundred Twenty Eight Crore Thirty-Nine Lakh Twenty Thousand Two Hundred and Twenty-One Rupees Only) as on 23.05.2024 with further interest accruing thereon and the date of default being 19.12.2023, as per Part IV of Form No. 1 of the Petition. The petition accompanies the Record of Default information in Form-D. Parties to the petition shall hereafter be referred to as reflected in the title of the case.

2. The relevant facts of the case as culled out of pleadings are as follows:

i. The Petitioner/Financial Creditor is a Non-Banking Financial Company earlier known as Piramal Finance Private Limited incorporated on 11.04.1984 under the provisions of the Companies Act, 1956, having its Corporate Identification Number as U65910MH1984PLC032639 The Respondent/Corporate Debtor is a private limited company registered under the provisions of the Companies Act, 1956, having its company identification number as U40101KA2000PTC 028288 and is engaged in the business of generating power from renewable sources like hydro, wind, and solar.

ii. The Petitioner No.2/Financial Creditor No.2 was incorporated on 19.03.2014.

On 13.02.2024 a Deed of Assignment was entered between Piramal Capital and Housing Finance Limited and Omkara Assets Reconstruction Private Limited by which Financial Creditor No.1 assigned its entire exposure under the Debenture Trust Deed to Financial Creditor No.2 along with all rights, title and interest in the underlying security on "as is where is" basis. However, on 22.02.2024 the Corporate Debtor and its Promoters/Promoter entities filed a suit, bearing No. COM. O.S./298/2024 against Piramal Capital, Baboon Investments Holding B. V. (being another debenture holder), Omkara and Axis Trustee Services Ltd. before the Commercial Court, Bengaluru which vide order dated 25.04.2024 injuncted and restrained Financial Creditors as well as Baboon investments B.V. from acting exercising rights under the Deed of Assignment and Debenture Trust Deed and aggrieved by the same the both the Financial Creditors approached the Hon’ble High Court of Karnataka wherein vide order dated 09.05.2024 it was clarified that subject to further orders of the High Court, the Commercial Court order dated 25.04.2024 would not come in the way of the Financial Creditors to initiate joint action against the Corporate Debtor for any violation/default under the terms of the Debenture Trust Deed.

iii. On 01.12.2016, the Board of Directors of the Corporate Debtor in their Extra Ordinary General Meeting authorised the Corporate Debtor to issue, on a private placement basis 90,000 Redeemable Secured Non-Convertible Unlisted Debentures ("Debentures") of the face value of Rs.1,00,000 each, aggregating to Rs. 900,00,00,000 and on 5.12.2016 a Debenture Trust Deed ("DTD ') was executed between the Corporate Debtor, its promoters and Axis Trustee Services Limited who was appointed as the Debenture Trustee and as per Clause 5 read with Schedule IV of the DTD