Holding

The NCLT does not have residuary jurisdiction to entertain the contractual dispute because the termination was not motivated by the insolvency of the corporate debtor, and therefore the stay order is invalid.

Summary

Tata Consultancy Services Ltd (TCS) terminated a Facilities Agreement with SK Wheels Private Limited, the corporate debtor, alleging service deficiencies. The corporate debtor, represented by the Resolution Professional, sought relief under the Insolvency and Bankruptcy Code (IBC) invoking the National Company Law Tribunal's (NCLT) residuary jurisdiction under s.60(5)(c) to stay the termination. The NCLT stayed the termination; the NCLAT upheld that stay, citing the need to preserve the debtor as a going concern. On appeal, the Supreme Court examined whether the termination was linked to the insolvency and whether the NCLT could exercise its residuary power. It held that the termination was based on contractual breaches unrelated to insolvency, so the NCLT lacked jurisdiction under s.60(5)(c) and could not impose an interim stay. Consequently, the NCLAT judgment was set aside and the proceedings against TCS dismissed for lack of jurisdiction.

Issues considered

Whether the NCLT can exercise its residuary jurisdiction under Section 60(5)(c) of the IBC to adjudicate the contractual dispute between TCS and the corporate debtor.
Whether, in exercising such residuary jurisdiction, the NCLT can grant an ad‑interim stay of the termination of the Facilities Agreement.

Legislation cited

Arbitration and Conciliation Act, 1996
Insolvency and Bankruptcy Code, 2016s. 14, s. 238, s. 25, s. 60(5)(c)
Specific Relief Act, 1963s. 1412

Subjects

InsolvencyNCLT jurisdictionSection 60(5)(c)Contract terminationMoratoriumArbitration clauseIBC overriding lawResiduary jurisdictionCorporate debtorGoing concern

Judgment

1080 [2021]
SUPREME COURT 10 S.C.R. 1080
REPORTS [2021] 10 S.C.R.

A TATA CONSULTANCY SERVICES LIMITED
v.
VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL,
SK WHEELS PRIVATE LIMITED
(Civil Appeal No. 3045 of 2020)
B
NOVEMBER 23, 2021
[DR. DHANANJAYA Y CHANDRACHUD
AND A. S. BOPANNA, JJ.]
Insolvency and Bankruptcy Code 2016 – s.60(5)(c) –
C Contractual dispute – Residuary jurisdiction of NCLT u/s.60(5)(c),
if can be invoked – Build Phase Facilities Agreement entered into
between appellant and respondent-Corporate Debtor, followed by
a Facilities Agreement – Corporate Debtor provided premises with
certain specifications, facilities to the appellant for conducting
examinations for educational institutions – Termination notice issued
D by appellant – Ad-interim stay on the notice granted by NCLT –
Order upheld by NCLAT – On appeal, held: Appellant was availing
the services of the Corporate Debtor and was using the property
leased by it – Before the initiation of Corporate Insolvency
Resolution Process (CIRP), the appellant had on multiple instances
E communicated to the Corporate Debtor that there were deficiencies
in its services and that the penalty and termination clauses of the
Facilities Agreement may be invoked – Residuary jurisdiction of
the NCLT cannot be invoked if the termination of a contract is based
on grounds unrelated to the insolvency of the Corporate Debtor –
In the present case, there is nothing to indicate that the termination
F of the Facilities Agreement was motivated by the insolvency of the
Corporate Debtor – Thus, NCLT does not have any residuary
jurisdiction to entertain the present contractual dispute which arose
dehors the insolvency of the Corporate Debtor – Judgment of NCLAT
set aside – Proceedings initiated against the appellant dismissed
G for absence of jurisdiction.
Insolvency and Bankruptcy Code 2016 – s.238 – Held: s.238
provides that the IBC overrides other laws, including any instrument
having effect by virtue of law.
Insolvency and Bankruptcy Code 2016 – ss.14, 60(5)(c) –
H Held: In Gujarat Urja Vikas v. Amit Gupta & Ors. reported as 2021 (3)
1080
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1081
SK WHEELS PVT. LTD.

SCALE 776 it was held that the NCLT’s jurisdiction is not limited by A
s.14 in terms of the grounds of judicial intervention envisaged under
the IBC – It can exercise its residuary jurisdiction u/s.60(5)(c) to
adjudicate on questions of law and fact that relate to or arise during
an insolvency resolution process – Further, narrow exception crafted
in Gujarat Urja must be borne in mind by the NCLT and NCLAT even
B
while examining prayers for interim relief – Exercise of the NCLT’s
residuary powers should be governed by the said decision - Note of
caution issued to the NCLT and NCLAT regarding interference with
a party’s contractual right to terminate a contract.
Disposing of the appeal, the Court
C
HELD: 1.1 Section 238 provides that the IBC overrides
other laws, including any instrument having effect by virtue of
law. Section 60(5)(c) grants residuary jurisdiction to the NCLT
to adjudicate any question of law or fact, arising out of or in relation
to the insolvency resolution of the Corporate Debtor. Clause 12
(d) of the Facilities Agreement provides that any dispute between D
the parties relating to the agreement could be the subject matter
of arbitration. However, the Facilities Agreement being an
‘instrument’ under Section 238 of the IBC can be overridden by
the provisions of the IBC. The existence of a clause for referring
the dispute between parties to arbitration does not oust the E
jurisdiction of the NCLT to exercise its residuary powers under
Section 60(5)(c) to adjudicate disputes relating to the insolvency
of the Corporate Debtor. [Paras 18, 21][1094-A-B; 1096-B-C,
E-G]
Indus Biotech (P) Ltd. v. Kotak India Venture (Offshore) F
Fund Decision of Supreme Court dtd.26.03.2021 in
Arbitration Petition (Civil) No.48 of 2019 – relied on.
1.2 While the duty of the RP and the jurisdiction of the NCLT
cannot be conflated, in Gujarat Urja, this Court has clarified that
the RP can approach the NCLT for adjudication of disputes which
G
relate to the insolvency resolution process. But when the dispute
arises dehors the insolvency of the Corporate Debtor, the RP
must approach the relevant competent authority (para 72). The
NCLT in its residuary jurisdiction is empowered to stay the
termination of the agreement if it satisfies the criteria laid down
by this Court in Gujarat Urja. In any event, the intervention by H
1082 SUPREME COURT REPORTS [2021] 10 S.C.R.

A the NCLT and NCLAT cannot be characterized as the re-writing
of the contract between the parties. The NCLT and NCLAT are
vested with the responsibility of preserving the Corporate
Debtor’s survival and can intervene if an action by a third party
can cut the legs out from under the CIRP. [Paras 22, 23][1097-B,
D-E]
B
Gujarat Urja Vikas v. Amit Gupta & Ors. (2021) 7 SCC
209 : 2021 (3 ) SCALE 776 – relied on.
1.3 Admittedly, the appellant is neither supplying any goods
or services to the Corporate Debtor in terms of Section 14 (2)
nor is it recovering any property that is in possession or occupation
C of the Corporate Debtor as the owner or lessor of such property
as envisioned under Section 14 (1) (d). It is availing of the services
of the Corporate Debtor and is using the property that has been
leased to it by the Corporate Debtor. Thus, Section 14 is indeed
not applicable to the present case. However, in Gujarat Urja it
was held that the NCLT’s jurisdiction is not limited by Section 14
D
in terms of the grounds of judicial intervention envisaged under
the IBC. It can exercise its residuary jurisdiction under Section
60(5)(c) to adjudicate on questions of law and fact that relate to
or arise during an insolvency resolution process. Before the
initiation of the CIRP, the appellant had on multiple instances
E communicated to the Corporate Debtor that there were
deficiencies in its services. The Corporate Debtor was put on
notice that the penalty and termination clauses of the Facilities
Agreement may be invoked. This is evident from the appellant’s
communications dated 1 August 2018, 17 September 2018, 1
October 2018 and 11 October 2018. In its email dated 13 October
F 2018 the appellant specifically noted that the housekeeping staff
being provided by the Corporate Debtor was inadequate. The
appellant was apparently constrained to deploy its own staff for
housekeeping, evinced from its email dated 19 November 2018.
The Corporate Debtor has admitted that the appellant was using
its own housekeeping staff and deducting the costs from the
G invoice. The appellant again intimated the Corporate Debtor to
change faulty batteries of the UPS and provide cleaning products
in its email dated 3 February 2019. The termination notice dated
10 June 2019 also clearly lays down the deficiencies in the
services of the Corporate Debtor. [Pras 24, 25][1099-E-G;
H 1100-D-G]
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1083
SK WHEELS PVT. LTD.

1.4 The residuary jurisdiction of the NCLT cannot be A
invoked if the termination of a contract is based on grounds
unrelated to the insolvency of the Corporate Debtor. It is evident
that the appellant had time and again informed the Corporate
Debtor that its services were deficient, and it was falling foul of
its contractual obligations. There is nothing to indicate that the
B
termination of the Facilities Agreement was motivated by the
insolvency of the Corporate Debtor. The trajectory of events
makes it clear that the alleged breaches noted in the termination
notice were not a smokescreen to terminate the agreement
because of the insolvency of the Corporate Debtor. The NCLT
does not have any residuary jurisdiction to entertain the present C
contractual dispute which has arisen dehors the insolvency of
the Corporate Debtor. In the absence of jurisdiction over the
dispute, the NCLT could not have imposed an ad-interim stay on
the termination notice. The NCLAT has incorrectly upheld the
interim order of the NCLT. [Paras 26, 27][1101-D-G]
D
1.5 A note of caution is issued to the NCLT and NCLAT
regarding interference with a party’s contractual right to terminate
a contract. Even if the contractual dispute arises in relation to
the insolvency, a party can be restrained from terminating the
contract only if it is central to the success of the CIRP. Crucially,
the termination of the contract should result in the corporate E
death of the Corporate Debtor. The narrow exception crafted by
this Court in Gujarat Urja must be borne in mind by the NCLT
and NCLAT even while examining prayers for interim relief. The
order of the NCLT does not indicate that the NCLT has applied
its mind to the centrality of the Facilities Agreement to the success F
of the CIRP and Corporate Debtor’s survival as a going concern.
The NCLT has merely relied upon the procedural infirmity on
part of the appellant in the issuance of the termination notice,
i.e., it did not give thirty days’ notice period to the Corporate
Debtor to cure the deficiency in service. The NCLAT, in its
impugned judgment, has averred that the decision of the NCLT G
preserves the ‘going concern’ status of the Corporate Debtor
but there is no factual analysis on how the termination of the
Facilities Agreement would put the survival of the Corporate

H
1084 SUPREME COURT REPORTS [2021] 10 S.C.R.

A Debtor in jeopardy. Admittedly, this Court has clarified the law
on the present subject matter in Gujarat Urja after the
pronouncements of the NCLT and NCLAT. The exercise of the
NCLT’s residuary powers should be governed by the said
decision. The judgment of the NCLAT is set aside. The
proceedings initiated against the appellant stand dismissed for
B
absence of jurisdiction. [Para 28-31][1101-G-H; 1102-A;
1103-A-E]
Ashoka Marketing v. PNB (1990) 4 SCC 406 : [1990]
3 SCR 649; Embassy Property Developments (Private)
Limited v. State of Karnataka (2020) 13 SCC 308 :
C [2019] 17 SCR 559 – referred to.
Case Law Reference
[1990] 3 SCR 649 referred to Para 14(ii)
[2019] 17 SCR 559 referred to Para 22
D
CIVIL APPELLATE JURISDICTION : Civil Appeal No. 3045
of 2020.
From the Judgment and Order dated 24.06.2020 of the National
Company Law Appellate Tribunal, New Delhi in Company Appeal (AT)
(Insolvency) No.237 of 2020.
E
Ms. Fereshte D. Sethna, Ms. Anuradha Dutt, Aniket Nimbalkar,
Ms. Suman Yadav, Abhishek Tilak, Ms. Aboli Mandlik, Ameya Pant,
Ms. B. Vijayalakshmi Menon, Advs. for the Appellant.
Ms. Sowmya Saikumar, Ms. Udita Singh, Advs. for the
F Respondent.
The Judgment of the Court was delivered by
DR. DHANANJAYA Y CHANDRACHUD, J.
1. This appeal arises from a judgment dated 24 June 2020 of the
G National Company Law Appellate Tribunal1. The NCLAT upheld the
interim order dated 18 December 2019 of the National Company Law
Tribunal2 which stayed the termination by the appellant of its Facilities
Agreement dated 1 December 2016 with SK Wheels Private Limited 3.
1
“NCLAT”
2
“NCLT” or “Adjudicating Authority”
3
H “Corporate Debtor” or “Respondent”
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1085
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

Factual Background A
2. The appellant and the Corporate Debtor entered into a Build
Phase Agreement on 24 August 2015 followed by a Facilities Agreement
on 1 December 2016. The Facilities Agreement obligated the Corporate
Debtor to provide premises with certain specifications and facilities to
the appellant for conducting examinations for educational institutions. B
3. Clause 11(b) of the Facilities Agreement states that either party
is entitled to terminate the agreement immediately by written notice to
the other party provided that a material breach committed by the latter is
not cured within thirty days of the receipt of the notice. Clause 11(b)
reads as follows: C
“11. Termination
….
(b) Termination for Material Breach. Either party may terminate
this Agreement immediately by a written notice to the other Party D
in the event of a material breach which is not cured within thirty
days of the receipt of the said notice period.”
4. A termination notice was issued by the appellant to the Corporate
Debtor on 10 June 2019 which came into effect immediately. The parties
have contested the facts leading up to the issuance of the notice.
E
5. It has been submitted on behalf of the appellant that there were
multiple lapses by the Corporate Debtor in fulfilling its contractual
obligations, which it failed to remedy satisfactorily. The appellant notified
the Corporate Debtor in its email dated 1 August 2018 that it intended to
invoke the penalty clause of the Facilities Agreement for the alleged
contractual breaches. Another email dated 17 September 2018 was sent F
to the Corporate Debtor regarding non-compliance with the agreement.
Following a site visit, the appellant in its email dated 1 October 2018
directed the Corporate Debtor to take urgent steps to remedy the
breaches. On 11 October 2018, the appellant put the Corporate Debtor
on notice that it would be constrained to invoke the penalty and termination G
clauses of the Facilities Agreement for the alleged non-compliance. On
13 October 2018, the appellant addressed an email to the Corporate
Debtor highlighting its concerns regarding the insufficiency of
housekeeping staff and their malpractices in respect of entering
attendance. Eventually on 19 November 2018, the appellant intimated to
H
1086 SUPREME COURT REPORTS [2021] 10 S.C.R.

A the Corporate Debtor that it will deploy its housekeeping staff and deduct
the costs from the invoice. On 3 February 2019, the appellant wrote an
email to the Corporate Debtor raising issues of power supply and shortage
of housekeeping staff, among other deficiencies.
6. The Corporate Insolvency Resolution Process4 was initiated
B against the Corporate Debtor on 29 March 2019. The appellant has
alleged that it came to know about the CIRP against the Corporate Debtor
when the Electricity Board disconnected the supply of electricity to the
Corporate Debtor on 24 April 2019.
7. On 29 May 2019, the Corporate Debtor in its email alleged that
C the appellant had failed to make the requisite payments and the electricity
was disconnected as a result. In its response dated 30 May 2019, the
appellant stated that:
(i) It came to know that a CIRP was initiated against the
Corporate Debtor when the electricity was disconnected;
D (ii) There were no amounts due to the Corporate Debtor; and
(iii) It made the payments for periods before March 2019. There
was a delay in making payments for March 2019 because
the Corporate Debtor requested a change in bank account
details. No invoice was raised for April 2019.
E 8. The appellant claims that the material breaches by the Corporate
Debtor have resulted in a liability of Rs. 20,78,500. It did not initiate
recovery proceedings on account of the moratorium imposed under
Section 14 of the Insolvency and Bankruptcy Code 20165.
9. The appellant issued a notice of termination dated 10 June 2019
F in terms of Clause 11(b) of the Facilities Agreement. The termination
notice stated thus:
“Despite of all our sincere attempts in settling the crucial business
issues, we have always received unvaried response from your
end and these occurrences of non-observation has now culminated
into breach of following terms and conditions of the Agreement.
G
1. Not maintaining the minimum level of skillset of personal on
exam and non-exam days which is non-compliance as per
Annexure B, Table C, and also a process violation.
4
“CIRP”
5
H “IBC”
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1087
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

2. Furnishing and Designing guidelines (Annexure B, Table D) A
not being adhered
a) Furniture broken condition
b) Temperature and ventilation in labs, server room and UPS rooms
not being maintained
B
c) Deploying housing staff
d) Cleanliness and up keeping of the center
3. Branding and Navigation not in synchronization with Annexure
F of facility agreement
C
In view of all the aforestated events, consider this as a notice of
termination as per clause 11 (b) of the Agreement which entitles
Tata Consultancy Services Ltd. (“TCS”) to terminate the
Agreement with immediate effect by issuance of a written notice
in the event of a material breach not being cured within 30 days.
D
Please take notice that the relationship between us as Client/Service
Recipient and you as Service Provider/ Vendor/LISP stands
terminated with effect from 10th June.”
10. On behalf of the Corporate Debtor, it is submitted that certain
routine operational requirements were highlighted by the appellant from
time to time, which were rectified within a reasonable duration. The E
Corporate Debtor has allegedly invested Rs. 8.35 crores to fulfil its
contractual obligations. According to the Corporate Debtor, the
deficiencies raised by the appellant in its letter dated 11 October 2018
were remedied by the end of October 2018. The Corporate Debtor has
further submitted that certain other minor issues were cured by February F
2019. The deficiency in relation to the housekeeping staff provided by
the Corporate Debtor was allegedly cured when the appellant hired its
own staff. The Corporate Debtor has claimed that it complied with the
directions of the appellant intimated in its email dated 3 February 2019 in
respect of changing faulty batteries and providing cleaning products.
The Corporate Debtor has further submitted that while the electricity G
was disconnected by the Electricity Board in April 2019, it was eventually
restored. It is stated that certain meetings were held in April-May 2019
where the Resolution Professional6 informed the appellant that no
6
“RP”
H
1088 SUPREME COURT REPORTS [2021] 10 S.C.R.

A prejudice would be caused to it and all the services and facilities will be
provided according to the agreement, but the appellant unilaterally
terminated the agreement with immediate effect on 10 June 2019. The
Corporate Debtor has contested the issuance of the termination notice
on the ground that no material breaches have occurred, and, in any event,
a thirty days’ period is to be given to a party to cure the defects before
B
the agreement can be terminated under Clause 11(b) of the Facilities
Agreement.
Proceedings before the NCLT and NCLAT
11. The Corporate Debtor instituted a miscellaneous application7
C before the NCLT under Section 60(5)(c) of the IBC for quashing of the
termination notice. The NCLT passed an order dated 18 December 2019
granting an ad-interim stay on the termination notice issued by the
appellant and directed the appellant to comply with the terms of the
Facilities Agreement. The NCLT observed that prima facie it appeared
that the contract was terminated without serving the requisite notice of
D thirty days. The conclusion of the NCLT is extracted below:
“Further whether the termination is good or bad in law, is a matter
of inquiry, which requires examination of the fact and
circumstances. In this scenario, we are of the prima facie view
that the termination of the contract even without serving a notice
E to the corporate debtor is not correct.
In view of the same, we hereby stay the termination notice issued
by the respondent. Until then the respondent shall adhere to the
terms of contract without fail.”

F 12. Aggrieved by the order, the appellant preferred an appeal8
before the NCLAT. The NCLAT by its order dated 24 June 2020 upheld
the order of the NCLT observing that it had correctly stayed the operation
of the termination notice since the main objective of the IBC is to ensure
that the Corporate Debtor remains a going concern. The NCLAT referred
to Section 14 to highlight that a moratorium is imposed to ensure the
G smooth functioning of the Corporate Debtor to safeguard its status as a
going concern. Further, it is the responsibility of the RP under Section 25
of the IBC to preserve the Corporate Debtor as a going concern. The
relevant portions of the judgment are reproduced below:
7
Miscellaneous Application No 2954 of 2019
8
H Company Appeal (AT) (Insolvency) No. 237 of 2020
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1089
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

“10…From the order it is seen that the Respondent herein was A
appointed as Interim Resolution Professional (in short IRP) to
carry out the functions as per law. In view of Section 14 once a
moratorium was imposed by the Adjudicating Authority Interim
Resolution Professional the Interim Resolution Professional will
be at the helm of affairs of the company in view of the suspension
B
of the Board of Directors of the ‘Corporate Debtor’. As on the
date of the imposition of moratorium the business and activities of
the ‘Corporate Debtor’ will have to be carried out for smooth
functioning of the company and the company shall remain as a
going concern. Apart from that the Resolution Professional shall
ensure for smooth running of the company as a going concern C
and the Resolution Professional shall perform the duties as per
Section 25 of the I&B Code. Sub- Section (2)(a) of Section 25,
the Resolution Professional take immediate custody and control
of all the assets of the Corporate Debtor, including the business
records of the Corporate Debtor. Further sub-section 2 (b) of
D
Section 25 of the I & B Code states that
“(b) represent and act on behalf of the corporate debtor with
third parties, exercise rights for the benefit of the corporate
debtor in judicial, quasi- judicial or arbitration proceedings;”
… E
Further, the said provision sets out the duty of Resolution
Professional to preserve and protect the assets of the ‘Corporate
Debtor’ and lays down the functions he may perform the same.
In view of the duties cast upon the Resolution Professional, the
Resolution Professional to keep the Corporate Debtor as a going F
concern and filed an application being C.A. (M.B.)- 2954 of 2019
before the Adjudicating Authority seeking stay of termination of
notice and sought direction to the Appellant to continue the
Facilities Agreement dated 01.12.2016.
11. The Adjudicating Authority after hearing the parties stayed G
the termination of notice and directed the Appellant herein to adhere
to the terms of contract without fail. In view of the law, after
initiation of the CIRP the ‘Corporate Debtor’ shall function and
continue its business activities. It is the duty of the Resolution
Professional to keep the Corporate Debtor as a going concern. It
H
1090 SUPREME COURT REPORTS [2021] 10 S.C.R.

A is the main objective of the Code to keep the Corporate Debtor as
a going concern. The Adjudicating Authority rightly stayed the
termination of notice and there is no illegality in the Order passed
by the Adjudicating Authority dated 18.12.2019.”
The judgment of the NCLAT has given rise to the present appeal.
B Submissions of Counsel
13. Ms Fereshte D Sethna, learned counsel appearing on behalf
of the appellant, has made the following submissions:
(i) NCLT has misread the provisions of Section 14 of the IBC
C which relate to the provision of goods and services to the
Corporate Debtor once the moratorium is imposed. In the
present case, the appellant is availing of the services of the
Corporate Debtor, to which Section 14 has no application;
(ii) As a result of the impugned order, the Facilities Agreement,
D which is a determinable contract has become a non-
terminable contract, overlooking the mandate of Section 14
of the Specific Relief Act 1963;
(iii) The termination notice was not issued to the Corporate
Debtor because it was undergoing CIRP but was on account
of the material breaches of the agreement. Multiple
E
opportunities were given to the Corporate Debtor to remedy
the breaches before the termination notice was issued;
(iv) The Facilities Agreement is not the sole contract of the
Corporate Debtor, termination of which would lead to its
corporate death. The Corporate Debtor is in the business
F
of automotive parts, which is evident from the main objects
of its Memorandum of Association;
(v) The NCLT under Section 60 (5) (c) of the IBC cannot
invoke its residuary powers where there is a patent lack of
jurisdiction. IBC does not permit a statutory override of all
G contracts entered with the Corporate Debtor. A third party
has a contractual right of termination;
(vi) The duty of the RP under Section 25 of the IBC is not
determinative of the jurisdiction of the NCLT. Such a duty
cannot be stretched to convert a determinable commercial
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1091
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

contract into a non-terminable contract, forcing a contracting A
party to pay for deficient services that it is unwilling to avail;
and
(vii) In Gujarat Urja Vikas v. Amit Gupta & Ors.9, this Court
had injuncted a third party from terminating its contract
with the corporate debtor because there were concurrent B
findings of the NCLT and NCLAT holding that the contract
in question was the sole contract of the corporate debtor,
and the termination of the contract by the third party was
merely on the ground of initiation of CIRP without there
being any contractual default on part of the corporate debtor.
C
14. Ms Udhita Singh, the learned counsel appearing on behalf of
the RP, has urged that:
(i) NCLT is vested with the jurisdiction under Section 60(5)(c)
of the IBC to adjudicate issues relating to fact or law in
respect of a company undergoing CIRP; D
(ii) The appellant’s argument that the contractual dispute can
be decided only through arbitration and the provisions of
the Indian Contract Act 1872 and Specific Relief Act 1963
are attracted is incorrect. Section 238 of the IBC has an
overriding effect over other laws. This Court in Ashoka E
Marketing v. PNB 10 has held that two special laws
containing non-obstante clauses must be interpreted
harmoniously by looking at the purpose of the laws. Further,
this Court has observed that a special law enacted at a
later date prevails over the earlier special law. Thus, the
provisions of the IBC would apply to the present dispute; F
(iii) In Gujarat Urja (supra), this Court has held that the
residuary jurisdiction of the NCLT under Section 60(5)(c)
of the IBC provides it a wide discretion to adjudicate
questions of law or fact arising from or in relation to the
insolvency resolution proceedings. It was further held that G
Section 14 of the IBC is not exhaustive of the grounds of
judicial intervention contemplated under the IBC otherwise
Section 60(5)(c) would be rendered otiose. One such ground
9
(2021) 7 SCC 209; “Gujarat Urja”
10
(1990) 4 SCC 406 H
1092 SUPREME COURT REPORTS [2021] 10 S.C.R.

A of intervention is when the status of the Corporate Debtor
as a going concern is in jeopardy. Thus, the NCLT has the
power to exercise its jurisdiction under Section 60(5)(c) of
the IBC to ensure that the Corporate Debtor survives as a
going concern;
B (iv) The Corporate Debtor was not given a thirty days’ notice
to cure the breach in terms of Clause 11(b) of the Facilities
Agreement. The termination notice refers to a notice dated
3 October 2018, which has not been placed on record. While
a letter dated 11 October 2018 was received by the
Corporate Debtor alleging deficiencies, those were cured
C by the end of October 2018. This is evinced by the fact that
after October 2018, no communication, except those dated
19 November 2018 and 3 February 2019, were received by
the Corporate Debtor. The Corporate Debtor had rectified
any minor deficiencies that were brought to its notice by
D the appellant promptly. Thus, the allegation that there were
material breaches of the agreement by the Corporate Debtor
is incorrect;
(v) The appellant became aware that CIRP has been initiated
against the Corporate Debtor and had immediately
E terminated the agreement thereafter; and
(vi) The Corporate Debtor had two main sources of income – a
dealership of Maruti and the agreement with the appellant.
The dealership was terminated before the initiation of CIRP,
thus the only existing source of income as of the date of
F initiation of CIRP was the Facilities Agreement, for which
the Corporate Debtor has incurred a substantial capital
expenditure of Rs. 8.35 crores. The termination of the
agreement would adversely affect the Corporate Debtor.
In Gujarat Urja (supra), this Court has held that the
termination of an agreement which is the main source of
G revenue generation of the Corporate Debtor is against the
objective of the IBC which envisages that the Corporate
Debtor should be preserved as a going concern.
Analysis
15. The rival contentions will now be considered.
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1093
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

16. Based on the appeal, two issues have arisen for consideration A
before this Court:
(i) Whether the NCLT can exercise its residuary jurisdiction
under Section 60(5)(c) of the IBC to adjudicate upon the
contractual dispute between the parties; and
(ii) Whether in the exercise of such a residuary jurisdiction, it B
can impose an ad-interim stay on the termination of the
Facilities Agreement.
17. Clause 12 (d) of the Facilities Agreement provides that the
disputes between the parties shall be a subject matter of arbitration. The
clause reads thus: C

“12 Miscellaneous
….
d) Governing Law, Dispute Resolution and Jurisdiction:- This
Agreement shall be governed and interpreted in accordance with D
laws of India.
In case of disputes or differences between the Parties hereof,
shall be subject matter of arbitration under the Arbitration and
Conciliation Act 1996 and any subsequent related amendments
there to, unless settled amicably between the Parties hereto, be E
referred to arbitration and such arbitration shall be conducted in
accordance with the rules of arbitration of the Bombay Chamber
of Commerce and Industry (“BCCI”), which rules as modified
from time to time, are deemed to be incorporated by reference
into this clause (the “Arbitration Rules”) by an arbitration panel
F
comprised of a sole arbitrator.
The arbitration panel as referred to above shall be appointed by
the BCCI. The arbitration panel shall deliver the award in the
arbitration proceedings within three (3) months from reference of
any dispute to arbitration. The venue of arbitration shall be Mumbai,
India. G

The Parties agree that the award passed by the arbitration panel
shall be final and binding upon the Parties, and that the Parties
shall not be entitled to commence or maintain any action in any
court of law in respect of any matter in dispute arising from or in
H
1094 SUPREME COURT REPORTS [2021] 10 S.C.R.

A relation to the Agreement, except for the enforcement of an arbitral
award passed by an arbitration panel pursuant to this clause.”
18. Section 238 provides that the IBC overrides other laws,
including any instrument having effect by virtue of law. The text of Section
238 stipulates thus:
B “Section 238 - Provisions of this Code to override other laws
The provisions of this Code shall have effect, notwithstanding
anything inconsistent therewith contained in any other law for the
time being in force or any instrument having effect by virtue of
any such law.”
C
19. In Indus Biotech (P) Ltd. v. Kotak India Venture
(Offshore) Fund, a three judge Bench of this Court, of which one of us
was a part (Justice AS Bopanna), held that Section 238 of the IBC
overrides all other laws. This Court was considering whether a reference
to arbitration made under Section 8 of the Arbitration and Conciliation
D Act 1996 in terms of the agreement between the parties would affect
the jurisdiction of the NCLT to examine an application filed under Section
7 of the IBC. This Court observed thus:
“27. As noted, the issue which is posed for our consideration is
arising in a petition filed under Section 7 of IB Code, before it is
E admitted and therefore not yet an action in rem. In such application,
the course to be adopted by the adjudicating authority if an
application under Section 8 of the 1996 Act is filed seeking
reference to arbitration is what requires consideration. The
position of law that the IB Code shall override all other
F laws as provided under Section 238 of the IB Code needs
no elaboration. In that view, notwithstanding the fact that the
alleged corporate debtor filed an application under Section 8 of
the 1996 Act, the independent consideration of the same dehors
the application filed under Section 7 of IB Code and materials
produced therewith will not arise. The adjudicating authority is
G duty-bound to advert to the material available before him as made
available along with the application under Section 7 of IB Code
by the financial creditor to indicate default along with the version
of the corporate debtor. This is for the reason that, keeping in
perspective the scope of the proceedings under the IB Code and
there being a timeline for the consideration to be made by the
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1095
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

adjudicating authority, the process cannot be defeated by a A
corporate debtor by raising moonshine defence only to delay the
process. In that view, even if an application under Section 8
of the 1996 Act is filed, the adjudicating authority has a
duty to advert to contentions put forth on the application
filed under Section 7 of IB Code, examine the material
B
placed before it by the financial creditor and record a
satisfaction as to whether there is default or not.While doing
so the contention put forth by the corporate debtor shall
also be noted to determine as to whether there is substance
in the defence and to arrive at the conclusion whether there
is default. If the irresistible conclusion by the adjudicating C
authority is that there is default and the debt is payable,
the bogey of arbitration to delay the process would not arise
despite the position that the agreement between the parties
indisputably contains an arbitration clause.”
(emphasis added) D
20. In Gujarat Urja (supra), a two judge Bench of this Court, of
which one of us was a part (Justice DY Chandrachud), held that a power
purchase agreement, which is a bilateral commercial contract, is an
‘instrument’ under Section 238. Notably, the power purchase agreement
provided that the disputes between the parties relating to the agreement E
would be entertained by Gujarat Electricity Regulatory Commission. But
since Section 238 provides an overriding effect to the provisions of the
IBC over any instrument having effect by law, it was held that the NCLT
had jurisdiction over the dispute which arose in the context of insolvency
proceedings. The relevant extract of the judgment is set out below:
F
“82. It has been urged on behalf of the appellant that Section 238
does not apply to a bilateral commercial contract between a
corporate debtor and a third party and only applies to statutory
contracts or instruments entered into by operation of law. The
basis of this submission is that the word “instrument” should be
given a meaning ejusdem generis to the provision “contained in G
any other law”. We do not find force in this argument. Section
238 does not state that the “instrument” must be entered into by
operation of law; rather it states that the instrument has effect by
virtue of any such law. In other words, the instrument need not be
a creation of a statute; it becomes enforceable by virtue of a law. H
1096 SUPREME COURT REPORTS [2021] 10 S.C.R.

A Therefore, we are inclined to agree with the view taken by NCLT.
Section 238 is prefaced by a non obstante clause. NCLT’s
jurisdiction could be invoked in the present case because
the termination of PPA was sought solely on the ground
that the corporate debtor had become subject to an
insolvency resolution process under IBC.”
B
(emphasis added)
21. Section 60(5)(c) grants residuary jurisdiction to the NCLT to
adjudicate any question of law or fact, arising out of or in relation to the
insolvency resolution of the Corporate Debtor. Section 60(5)(c) provides
C thus:
“Section 60 - Adjudicating Authority for corporate persons
…..
(5) Notwithstanding anything to the contrary contained in any other
D law for the time being in force, the National Company Law
Tribunal shall have jurisdiction to entertain or dispose of—
….
(c) any question of priorities or any question of law or facts, arising
out of or in relation to the insolvency resolution or liquidation
E proceedings of the corporate debtor or corporate person under
this Code.”
Clause 12 (d) of the Facilities Agreement provides that any dispute
between the parties relating to the agreement could be the subject matter
of arbitration. However, the Facilities Agreement being an ‘instrument’
F under Section 238 of the IBC can be overridden by the provisions of the
IBC. In terms of Section 238 and the law laid down by this Court, the
existence of a clause for referring the dispute between parties to
arbitration does not oust the jurisdiction of the NCLT to exercise its
residuary powers under Section 60(5)(c) to adjudicate disputes relating
to the insolvency of the Corporate Debtor.
G
22. The appellant has contested the reliance of the NCLAT on
Section 25 of the IBC to hold that the RP can invoke the jurisdiction of
the NCLT to stay the termination of the Facilities Agreement in pursuance
of its duty to preserve the Corporate Debtor as a going concern. The
learned counsel has submitted that the jurisdiction of the NCLT cannot
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1097
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

be determined based on the duties of the RP. Reliance was placed on A
the judgment of this Court in Embassy Property Developments
(Private) Limited v. State of Karnataka11, where this Court held that
the duties of the RP are entirely different from the jurisdiction and powers
of the NCLT. While the duty of the RP and the jurisdiction of the NCLT
cannot be conflated, in Gujarat Urja (supra), this Court has clarified
B
that the RP 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 RP must approach
the relevant competent authority (para 72). We have discussed whether
there is a nexus between the termination notice and the insolvency
resolution proceedings in the subsequent paragraphs. C
23. It was also urged on behalf of the appellant that the NCLT
and NCLAT have re-written the agreement changing its nature from a
determinable contract to a non-terminable contract overlooking the
mandate of Section 1412 of the Specific Relief Act 1963. It is a settled
position of law that IBC is a complete code and Section 238 overrides all D
other laws. The NCLT in its residuary jurisdiction is empowered to stay
the termination of the agreement if it satisfies the criteria laid down by
this Court in Gujarat Urja (supra). In any event, the intervention by the
NCLT and NCLAT cannot be characterized as the re-writing of the
contract between the parties. The NCLT and NCLAT are vested with
the responsibility of preserving the Corporate Debtor’s survival and can E
intervene if an action by a third party can cut the legs out from under the
CIRP.
24. On behalf of the appellant, it has been further submitted that
the NCLAT misread Section 14 of the IBC, which has no application to
the present case. Section 14 of the IBC provides thus: F

“Section 14 - Moratorium
11
(2020) 13 SCC 308
12
“Section 14 - Contracts not specifically enforceable
The following contracts cannot be specifically enforced, namely:—
(a) where a party to the contract has obtained substituted performance of contract in
G
accordance with the provisions of section 20;
(b) a contract, the performance of which involves the performance of a continuous duty
which the court cannot supervise;
(c) a contract which is so dependent on the personal qualifications of the parties that
the court cannot enforce specific performance of its material terms; and
(d) a contract which is in its nature determinable.” H
1098 SUPREME COURT REPORTS [2021] 10 S.C.R.

A (1) Subject to provisions of sub-sections (2) and (3), on the
insolvency commencement date, the Adjudicating Authority shall
by order declare moratorium for prohibiting all of the following,
namely:—
(a) the institution of suits or continuation of pending suits or
B proceedings against the corporate debtor including execution of
any judgment, decree or order in any court of law, tribunal,
arbitration panel or other authority;
(b) transferring, encumbering, alienating or disposing of by the
corporate debtor any of its assets or any legal right or beneficial
C interest therein;
(c) any action to foreclose, recover or enforce any security interest
created by the corporate debtor in respect of its property including
any action under the Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 (54 of
D 2002);
(d) the recovery of any property by an owner or lessor where
such property is occupied by or in the possession of the
corporate debtor.
Explanation.—For the purposes of this sub-Section, it is hereby
E clarified that notwithstanding anything contained in any other law
for the time being in force, a license, permit, registration, quota,
concession, clearances or a similar grant or right given by the
Central Government, State Government, local authority, sectoral
regulator or any other authority constituted under any other law
F for the time being in force, shall not be suspended or terminated
on the grounds of insolvency, subject to the condition that there is
no default in payment of current dues arising for the use or
continuation of the license, permit, registration, quota, concession,
clearances or a similar grant or right during the moratorium period;
(2) The supply of essential goods or services to the
G
corporate debtor as may be specified shall not be terminated
or suspended or interrupted during moratorium period.
(2A) Where the interim resolution professional or resolution
professional, as the case may be, considers the supply of goods or
services critical to protect and preserve the value of the corporate
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1099
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

debtor and manage the operations of such corporate debtor as a A
going concern, then the supply of such goods or services shall not
be terminated, suspended or interrupted during the period of
moratorium, except where such corporate debtor has not paid
dues arising from such supply during the moratorium period or in
such circumstances as may be specified.
B
(3) The provisions of sub-section (1) shall not apply to—
(a) such transactions, agreements or other arrangements as may
be notified by the Central Government in consultation with any
financial sector regulator or any other authority;
(b) a surety in a contract of guarantee to a corporate debtor. C

(4) The order of moratorium shall have effect from the date of
such order till the completion of the corporate insolvency resolution
process:
Provided that where at any time during the corporate insolvency D
resolution process period, if the Adjudicating Authority approves
the resolution plan under sub-section (1) of section 31 or passes
an order for liquidation of corporate debtor under section 33, the
moratorium shall cease to have effect from the date of such
approval or liquidation order, as the case may be.”
E
(emphasis added)
Admittedly, the appellant is neither supplying any goods or services
to the Corporate Debtor in terms of Section 14 (2) nor is it recovering
any property that is in possession or occupation of the Corporate Debtor
as the owner or lessor of such property as envisioned under Section 14
F
(1) (d). It is availing of the services of the Corporate Debtor and is using
the property that has been leased to it by the Corporate Debtor. Thus,
Section 14 is indeed not applicable to the present case. However, in
Gujarat Urja (supra) it was held that the NCLT’s jurisdiction is not
limited by Section 14 in terms of the grounds of judicial intervention
envisaged under the IBC. It can exercise its residuary jurisdiction under G
Section 60(5)(c) to adjudicate on questions of law and fact that relate to
or arise during an insolvency resolution process. This Court observed:
“91. The residuary jurisdiction of NCLT under Section 60(5)(c)
of IBC provides it a wide discretion to adjudicate questions of law
or fact arising from or in relation to the insolvency resolution H
1100 SUPREME COURT REPORTS [2021] 10 S.C.R.

A proceedings. If the jurisdiction of NCLT were to be confined to
actions prohibited by Section 14 of IBC, there would have been
no requirement for the legislature to enact Section 60(5)(c) of
IBC. Section 60(5)(c) would be rendered otiose if Section 14 is
held to be exhaustive of the grounds of judicial intervention
contemplated under IBC in matters of preserving the value of the
B
corporate debtor and its status as a “going concern”. We hasten
to add that our finding on the validity of the exercise of residuary
power by NCLT is premised on the facts of this case. We are not
laying down a general principle on the contours of the exercise of
residuary power by NCLT. However, it is pertinent to mention
C that NCLT cannot exercise its jurisdiction over matters dehors
the insolvency proceedings since such matters would fall outside
the realm of IBC. Any other interpretation of Section 60(5)(c)
would be in contradiction of the holding of this Court in Satish
Kumar Gupta [Essar Steel (India) Ltd. (CoC) v. Satish Kumar
Gupta, (2020) 8 SCC 531 : (2021) 2 SCC (Civ) 443].”
D
25. Before the initiation of the CIRP, the appellant had on multiple
instances communicated to the Corporate Debtor that there were
deficiencies in its services. The Corporate Debtor was put on notice
that the penalty and termination clauses of the Facilities Agreement may
be invoked. This is evident from the appellant’s communications dated 1
E August 2018, 17 September 2018, 1 October 2018 and 11 October 2018.
In its email dated 13 October 2018 the appellant specifically noted that
the housekeeping staff being provided by the Corporate Debtor was
inadequate. The appellant was apparently constrained to deploy its own
staff for housekeeping, evinced from its email dated 19 November 2018.
F The Corporate Debtor has admitted that the appellant was using its own
housekeeping staff and deducting the costs from the invoice. The
appellant again intimated the Corporate Debtor to change faulty batteries
of the UPS and provide cleaning products in its email dated 3 February
2019. The termination notice dated 10 June 2019 also clearly lays down
the deficiencies in the services of the Corporate Debtor. The termination
G notice enumerated the following deficiencies:
“1. Not maintaining the minimum level of skillset of personal on
exam and non-exam days which is non-compliance as per
Annexure B, Table C, and also a process violation.
2. Furnishing and Designing guidelines (Annexure B, Table D)
H not being adhered
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1101
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

a) Furniture broken condition A
b) Temperature and ventilation in labs, server room and UPS rooms
not being maintained
c) Deploying housing staff
d) Cleanliness and up keeping of the center B
3. Branding and Navigation not in synchronization with Annexure
F of facility agreement.”
26. In Gujarat Urja (supra), the contract in question was
terminated by a third party based on an ipso facto clause, i.e., the fact
of insolvency itself constituted an event of default. It was in that context, C
this Court held that the contractual dispute between the parties arose in
relation to the insolvency of the corporate debtor and it was amenable to
the jurisdiction of the NCLT under Section 60(5)(c). This Court observed
that “….NCLT has jurisdiction to adjudicate disputes, which arise
solely from or which relate to the insolvency of the corporate D
debtor… The nexus with the insolvency of the corporate debtor
must exist” (para 69). Thus, the residuary jurisdiction of the NCLT cannot
be invoked if the termination of a contract is based on grounds unrelated
to the insolvency of the Corporate Debtor.
27. It is evident that the appellant had time and again informed the
E
Corporate Debtor that its services were deficient, and it was falling foul
of its contractual obligations. There is nothing to indicate that the
termination of the Facilities Agreement was motivated by the insolvency
of the Corporate Debtor. The trajectory of events makes it clear that the
alleged breaches noted in the termination notice dated 10 June 2019
were not a smokescreen to terminate the agreement because of the F
insolvency of the Corporate Debtor. Thus, we are of the view that the
NCLT does not have any residuary jurisdiction to entertain the present
contractual dispute which has arisen dehors the insolvency of the
Corporate Debtor. In the absence of jurisdiction over the dispute, the
NCLT could not have imposed an ad-interim stay on the termination
G
notice. The NCLAT has incorrectly upheld the interim order of the NCLT.
28. While in the present case, the second issue formulated by this
Court has no bearing, we would like to issue a note of caution to the
NCLT and NCLAT regarding interference with a party’s contractual
right to terminate a contract. Even if the contractual dispute arises in
H
1102 SUPREME COURT REPORTS [2021] 10 S.C.R.

A relation to the insolvency, a party can be restrained from terminating the
contract only if it is central to the success of the CIRP. Crucially, the
termination of the contract should result in the corporate death of the
Corporate Debtor. In Gujarat Urja (supra), this Court held thus:
“176. Given that the terms used in Section 60(5)(c) are of wide
B import, as recognised in a consistent line of authority, we hold that
NCLT was empowered to restrain the appellant from terminating
PPA. However, our decision is premised upon a recognition of
the centrality of PPA in the present case to the success of CIRP,
in the factual matrix of this case, since it is the sole contract for
the sale of electricity which was entered into by the corporate
C debtor. In doing so, we reiterate that NCLT would have been
empowered to set aside the termination of PPA in this case because
the termination took place solely on the ground of insolvency. The
jurisdiction of NCLT under Section 60(5)(c) of IBC cannot be
invoked in matters where a termination may take place on grounds
D unrelated to the insolvency of the corporate debtor. Even more
crucially, it cannot even be invoked in the event of a legitimate
termination of a contract based on an ipso facto clause like Article
9.2.1(e) herein, if such termination will not have the effect of
making certain the death of the corporate debtor. As such, in all
future cases, NCLT would have to be wary of setting aside valid
E contractual terminations which would merely dilute the value of
the corporate debtor, and not push it to its corporate death by
virtue of it being the corporate debtor’s sole contract (as was the
case in this matter’s unique factual matrix).
177. The terms of our intervention in the present case are limited.
F Judicial intervention should not create a fertile ground for the revival
of the regime under Section 22 of SICA which provided for
suspension of wide-ranging contracts. Section 22 of the SICA
cannot be brought in through the back door. The basis of our
intervention in this case arises from the fact that if we allow
the termination of PPA which is the sole contract of the
G corporate debtor, governing the supply of electricity which
it generates, it will pull the rug out from under CIRP, making
the corporate death of the corporate debtor a foregone
conclusion.”
(emphasis supplied)
H
TCS LTD. v. VISHAL GHISULAL JAIN, RESOLUTION PROFESSIONAL, 1103
SK WHEELS PVT. LTD. [DR. DHANANJAYA Y CHANDRACHUD, J.]

29. The narrow exception crafted by this Court in Gujarat Urja A
(supra) must be borne in mind by the NCLT and NCLAT even while
examining prayers for interim relief. The order of the NCLT dated 18
December 2019 does not indicate that the NCLT has applied its mind to
the centrality of the Facilities Agreement to the success of the CIRP
and Corporate Debtor’s survival as a going concern. The NCLT has
B
merely relied upon the procedural infirmity on part of the appellant in the
issuance of the termination notice, i.e., it did not give thirty days’ notice
period to the Corporate Debtor to cure the deficiency in service. The
NCLAT, in its impugned judgment, has averred that the decision of the
NCLT preserves the ‘going concern’ status of the Corporate Debtor but
there is no factual analysis on how the termination of the Facilities C
Agreement would put the survival of the Corporate Debtor in jeopardy.
30. Admittedly, this Court has clarified the law on the present
subject matter in Gujarat Urja (supra) after the pronouncements of the
NCLT and NCLAT. Going forward, the exercise of the NCLT’s residuary
powers should be governed by the above decision. D
31. We accordingly set aside the judgment of the NCLAT dated
24 June 2020. The proceedings initiated against the appellant shall stand
dismissed for absence of jurisdiction. The appeal is disposed of in the
above terms with no order as to costs.
32. Pending applications, if any, are disposed of. E

Divya Pandey Appeal disposed of.

F

G

H