Iv Surana & Surana and Upes School of Law National Insolvency Law Moot Court Competition, 2021-22

I
IV SURANA & SURANA AND UPES SCHOOL OF LAW IM - 20

NATIONAL INSOLVENCY LAW MOOT COURT COMPETITION, 2021-22
IV SURANA & SURANA AND UPES SCHOOL OF LAW NATIONAL INSOLVENCY
LAW MOOT COURT COMPETITION, 2021-22
BEFORE THE LD. NATIONAL COMPANY LAW APPELLATE TRIBUNAL

APPELLATE JURISDICTION
UNDER SECTION 60(5) OF THE INSOLVENCY AND BANKRUPTCY CODE, 2016
COMPANY APPEAL (AT) (INSOLVENCY) NO. 101/2021
RP, BLENDERS ELECTRONICS PVT. LTD….. V. ……….…………….……. TAX AUTHORITY
HEARD ALONG WITH
RP, BLENDERS TECHNOLOGIES PVT. LTD. .V. …………………...………..……. SAS BANK
HEARD ALONG WITH
RP, BLENDERS ELECTRONICS PVT. LTD. . V. ……………….…. OPERATIONAL CREDITORS
HEARD ALONG WITH
IZBI BANK …....…....…....…....….....…....V. BLENDER AUTOMATED MACHINE PVT. LTD.
HEARD ALONG WITH
MS. WILSON…....…....…....…....….....…. V. …………………………… CREDITORS OF BUI
BEFORE SUBMISSION TO THE LD. ADJUDICATING OFFICERS OF THE LD. NATIONAL

COMPANY LAW APPELLATE TRIBUNAL
MEMORIAL ON BEHALF OF THE RESPONDENTS

II
IV SURANA & SURANA AND UPES SCHOOL OF LAW
TABLE OF CONTENTS
TABLE OF ABBREVIATIONS .......................................................................................... III
INDEX OF AUTHORITIES .................................................................................................. V
STATEMENT OF JURISDICTION ................................................................................... IX
STATEMENT OF FACTS ..................................................................................................... X
STATEMENT OF ISSUES .................................................................................................... X
SUMMARY OF ARGUMENTS......................................................................................... XII
ARGUMENTS ADVANCED.................................................................................................. 1
ISSUE I: WHETHER THE CLAIM OF THE TAX DEPARTMENT CAN BE ACCEPTED BY THE RESOLUTION
PROFESSIONAL. ................................................................................................................................... 1
ISSUE II: WHETHER THE BANK IS ENTITLED TO THE RIGHT TO SUBROGATION PRIOR TO CIRP'S
INITIATION? ......................................................................................................................................... 4
ISSUE III: WHETHER THE APPLICATION FOR GROUP INSOLVENCY MAYBE ADMITTED? ................... 8
ISSUE IV: WHETHER BLENDER AUTOMATED MACHINE PVT. LTD. MAY BE INCLUDED IN THE
INSOLVENCY OF BLENDER GROUP ? ................................................................................................. 11
ISSUE V: WHETHER PROCEEDINGS AGAINST BLENDERS US INC. IN USA CAN BE RECOGNIZED AS
FOREIGN PROCEEDINGS? ................................................................................................................... 15
THE PRAYER ....................................................................................................................... 19

III
TABLE OF ABBREVIATIONS
ABBREVIATION ACTUAL TERM
& And
§ Section
Anr. Another
CGST Act, 2017 Central Goods & Services Act, 2017
CompCas Company Cases
CD Corporate Debtor
CD-1 Blenders Electronics Pvt. Ltd.
CD-2 Blenders Technologies Pvt. Ltd.
CD-3 Blenders US Inc
Corpn Corporation
CIRP Corporate Insolvency Resolution Process.
Ed. Edition
Hon’ble Honorable
I&B Code, 2016 Insolvency and Bankruptcy Code, 2016
Ld. Learned
Ltd. Limited
NCLAT National Company Law Appellate Tribunal
NCLT National Company Law Tribunal
No. Number
Pvt. Private
SC Supreme Court

IV
SCC Supreme Court Cases
Regd. Registered
RP Resolution Professional
V. Versus
Vol. Volume

V
INDEX OF AUTHORITIES
CASES
Akshay Jhunjhunwala & Anr v. Union Of India, (2018) SCC OnLine Cal 142 ..................... 22
American Express Bank Ltd. v. Core Health Care Ltd., (1999) 96 CompCas 841 (Guj) ....... 26
Andhra Pradesh pollution Control board’ v. CCL Products (India) Ltd., (2019) SCC OnLine
SC 985.................................................................................................................................. 19
Axis Bank Ltd. v. Edu Smart Services Private Ltd., (2018) 142 CLA 78 ............................... 20
Bank of Bihar Ltd. v. Damodar Prasad & Anr., 1969 1 SCR 620. .......................................... 20
Bijoy Prabhakaran Pulipra v. State Tax Officer (Works Contract), [2021] 133 taxmann.com
144........................................................................................................................................ 17
Binani Industries Ltd v. Bank of Baroda & Anr, (2018) SCC OnLine NCLAT 521 ........ 21, 23
Central Bank of India v. C.L. Vimla, (2015) 7 SCC 337 ........................................................ 20
Committee of Creditors of Essar Steel India Ltd v. Satish Kumar Gupta & Ors, 2019 SCC
OnLine SC 1478 .................................................................................................................. 23
Edelweiss ARC v. Sachet Infrastructure, (2019) SCC OnLine NCLAT 592 .......................... 24
Export Import Bank of India v. Resolution professional JEKPL Pvt. Ltd., 2018 SCC OnLine
NCLAT 639 ......................................................................................................................... 14
Exxaro Tiles Pvt. Ltd. v. KPR Realty India Pvt. Ltd., C.P. (IB) No. 88/BB/2020 ................. 26
GGS Infrastructure (P.) Ltd. v. Commissioner of CGST & Central Excise, 122 taxmann.com
250 (Bombay) ...................................................................................................................... 16
Gujarat Industrial Investment Corpn. Ltd. v. Sterling Holding Resorts (India) Ltd., (2008) 143
CompCas 39 (Mad) .............................................................................................................. 27

VI
Hammond Power Solutions Pvt. Ltd. v. Sanjit Kumar Nayak & Ors, (2020) SCC OnLine
NCLAT 199 ......................................................................................................................... 23
Harinagar Sugar Mills Co. Ltd. v. M. W. Pradhan, AIR 1966 SC 1707 ................................. 26
In Re: State Bank of India v. Indexport Registered & Ors., 1992 AIR 1740 .......................... 20
J.R.Agro Industries Pvt. Ltd. v. Swadisht Oils Pvt. Ltd., (2018) SCC OnLine NCLAT 877 . 22
Jindal Steel & Power Ltd. v. DCM International Ltd., (2017) 86 taxmann.com 270 .............. 15
K. Kishan v. Vijay Nirman Company Pvt. Ltd., (2018) 17 SCC 662...................................... 26
M/s. Golden Jubilee Hotels Pvt. Ltd. v. M/s. NCC Limited, 2019 SCC OnLine NCLAT 337.
.............................................................................................................................................. 15
Mobilox Innovations Private Limited v. Kirusa Software Private Limited, (2018) 1 SCC 353
.............................................................................................................................................. 26
Mr. Avil Menezes, Resolution Professional of AMW Auto Component Ltd v. M/s. Shah Coal
Pvt. Ltd., 2021 SCC OnLine NCLAT 54 ............................................................................ 15
Mr. V. Ramakrishnan v. M/s. Veesons Energy Systems Pvt. Ltd. & SBI, 2018 SCC OnLine
NCLAT 292 ......................................................................................................................... 19
Parvateneni Bhushayya v. Potluri Suryanarayana, AIR 1944 Mad. 195 ................................. 19
Pr. Director General of Income Tax (Admn. & TPS) v. M/s. Synergies Dooray Automotive
Ltd. & Ors., (2019) 149 CLA 462 ....................................................................................... 16
Prabhudas Damodar Kotecha v. Manhabala Jeram Damodar, (2013) 15 SCC 358 ................ 23
Principal Commissioner of Income Tax v. C. Ramasubramaniamn, (2020) 115 taxmann.com
211 (NCLAT)....................................................................................................................... 16
Rajputana Properties Pvt. Ltd v. Ultratech Cement Ltd, (2018) SCC OnLine NCLAT 1059. 22
Ramdeo Ranglal v. Ghooronia Tea Co. P. Ltd., (2005) 126 CompCas 193 (Gau) ................. 26
Shivam Water Treaters Pvt. Ltd. v. Union Of India, (2018) SCC OnLine SC 3708 ............... 22
Standard Chartered Bank v. Satish Kumar Gupta, (2019) SCC OnLine NCLAT 388 ............ 23

VII
State Bank of India v. Saksaria Mills Ltd., AIR 1986 SC 868. ............................................... 20
State Tax Officer v. Anil Goel, (2020)161 SCL 694 ............................................................... 16
Swiss Ribbons Pvt. Ltd. & Anr. v. Union of India & Ors., 2019 SCC Online SC 7314, 15, 21,
22
UCO Bank v. Sudip Bhattacharya, MANU/NL/0407/2021 .............................................. 19, 20
UP State Sugar Corporations v. Sumac International Ltd., AIR 1997 SC 1644...................... 18
Vinod Awasthy v. AMR Infrastructure Limited, (2017) SCC OnLine NCLT 16278 ............. 22
STATUTES & RULES
Central Goods and Services Tax (CGST) Rules, 2017, § 42, § 43, Ministry of Finance 2017
(India)................................................................................................................................... 16
Indian Contract Act, 1872, § 128, No. 9, Acts of the Imperial Legislative Council, 1872 (India)
.............................................................................................................................................. 20
Indian Contract Act, 1872, § 140, No. 9, Acts of the Imperial Legislative Council, 1872 (India)
.............................................................................................................................................. 19
The Central Goods and Services Tax Act, § 107, No. 12, Acts of Parliament, 2017 (India) .. 17
The Central Goods and Services Tax Act, § 74, No. 12, Acts of Parliament, 2017 (India) .... 16
The Insolvency and Bankruptcy Board of India, 2016, § Regulation 37, 2016 (India)........... 22
The Insolvency and Bankruptcy Code, 2016, § 14, No. 31, Acts of Parliament, 2016 (India)24
The Insolvency and Bankruptcy Code, 2016, § 5(20), No. 31, Acts of Parliament, 2016 (India)
.............................................................................................................................................. 22
The Insolvency and Bankruptcy Code, 2016, § 5(21), No. 31, Acts of Parliament, 2017 (India)
.............................................................................................................................................. 15

VIII
The Insolvency and Bankruptcy Code, 2016, § Preamble, No. 31, Acts of Parliament, 2016
(India)................................................................................................................................... 25
BOOKS
1, Insolvency and Bankruptcy Board of India, Bankruptcy Law Reforms Committee Report,
(2015) ................................................................................................................................... 22
1, Insolvency and Bankruptcy Board of India, The Insolvency Committee Report, (2018) ... 22
ONLINE SOURCES
Draft Model law, 2018 § 14 (USA), http://www.mca.gov.in/, (last visited on 24 January, 2022)
.............................................................................................................................................. 30
Guide to enactment and interpretation of UNCITRAL laws, (2013), https://uncitral.un.org/,
(last visited on 24 January, 2022) ........................................................................................ 32
UNCITRAL Model Law on Cross-Border Insolvency 1997, § 16, https://uncitral.un.org/, (last
visited on 24, January, 2022) ............................................................................................... 30
Virgos et al., Report on the Convention on Insolvency Proceedings p. 185 (2004),
http://aei.pitt.edu/952/, (last visited on 24 January, 2022) ................................................... 29
FOREIGN CASES
Akers v Saad Investments (2010) FCA 1221 .......................................................................... 32
EIR: Eurofood IFSC Ltd (Re) (2006) Ch 508 (ECJ) ............................................................... 30
Erikson v. Minn. & Ont. Power Co. (1916) 134 Minn. 209 .................................................... 28
Holden v. Advance-Rumely Thresher Co., 61 ND 584 ........................................................... 28
In re: ENRON CORP., Case No. 01-16034 (AJG) .................................................................. 31
Re Gulf Pacific Shipping Ltd (in creditors’ voluntary liquidation) & Ors., (2016) 4 SLR 312
.............................................................................................................................................. 31
Re MG Rover Belux, SA/NV4 ................................................................................................ 31

IX
STATEMENT OF JURISDICTION
The Ld. Adjudicating Authority is vested with jurisdiction, to hear the present matter under
under Section 61 of Insolvency and Bankruptcy Code, 2016.
SECTION 61: APPEALS AND APPELLATE AUTHORITY
(1) Notwithstanding anything to the contrary contained under the Companies Act 2013, any
person aggrieved by the order of the Adjudicating Authority under this part may prefer an
appeal to the NCLAT.
(2) Every appeal under sub-section (1) shall be filed within thirty days before the NCLAT:
Provided that the NCLAT may allow an appeal to be filed after the expiry of the said period
of thirty days if it is satisfied that there was sufficient cause for not filing the appeal, but
such period shall not exceed 15 days.
(3) An appeal against an order approving a resolution plan under section 31 may be filed on
the following grounds, namely:-
(i) the approved resolution plan is in contravention of the provisions of any law for
the time being in force;
(ii) there has been material irregularity in exercise of the powers by the resolution
professional during the CIRP;
(iii) the debts owed to operational creditors of the corporate debtor have not been
provided for in the resolution plan in the manner specified by the Board;
(iv) the insolvency resolution process costs have not been provided for repayment in
priority to all other debts; or
(v) the resolution plan does not comply with any other criteria specified by the Board.
(4) An appeal against a liquidation order passed under section 33 may be filed on grounds of
material irregularity or fraud committed in relation to such a liquidation order.

X
STATEMENT OF FACTS
BACKGROUND
Blenders Electronics Pvt. Ltd. (“BEPL”) is a regd. company being the leading manufacturer,
distributor and certified retail provider of electronic appliances in India, having 4 wholly owned
subsidiaries in India and US, namely, BTPL, BMPL, BAMPL & BUI.
CAUSE OF ACTION
In order to expand the business, BEPL and its subsidiaries took loans and raw materials:-
Company Date Particulars
BTPL 15/12/2013 Loan agreement with KKR Lenders for an amount of Rs.
200 cr.
BUI 26/08/2014 Purchase of Raw Material from DealTrade US Inc.
BUI N/A Loan of US $ 1 billion from Bank of Miami and a loan of

INR Rs. 30 cr. From AZA Bank.
BMPL N/A Loan of INR 10 Cr. from the Bank of Dehradun (“BOD”)
for increasing marketing.
BEPL 01/01/2019 Loan of 800 Crores from IZBI Bank for incorporation of
BAMPL.
CONFLICT
The working of The Blenders group suffered due to the onset of COVID-19 Pandemic and all
the companies defaulted on the installments for loan repayments. In lieu of the same, many
applications were filed by many financial creditors for initiation of CIRP and demand notices
were sent by the operational creditors as well. All the applications were accepted, and
moratorium was imposed. Subsequently many issues arose relating to the acceptance of Claim
filed by the Tax Dept., Entitlement of Right to Subrogation, Initiation of Group Insolvency,
Claims against BAMPL and Recognition of proceedings against BUI.

XI
STATEMENT OF ISSUES
ISSUE I: WHETHER THE CLAIM OF THE TAX DEPARTMENT CAN BE
ACCEPTED BY THE RESOLUTION PROFESSIONAL.
ISSUE II: WHETHER THE BANK IS ENTITLED TO THE RIGHT TO
SUBROGATION PRIOR TO CIRP'S INITIATION?
ISSUE III: WHETHER THE CIRP FOR GROUP INSOLVENCY OF BEPL BE
INITIATED BY NCLAT?
ISSUE IV: WHETHER BLENDER AUTOMATED MACHINE PVT. LTD. MAY BE
INCLUDED IN THE INSOLVENCY OF BLENDERS GROUP?
ISSUE V: WHETHER PROCEEDINGS AGAINST BLENDERS US INC. IN USA CAN
BE RECOGNIZED AS FOREIGN PROCEEDINGS?

XII
SUMMARY OF ARGUMENTS
ISSUE I: WHETHER THE CLAIM OF THE TAX DEPARTMENT CAN BE
ACCEPTED BY THE RESOLUTION PROFESSIONAL.
It is humbly submitted that the appeal shall not be maintainable as the Resolution professional
is barred from making an appeal as he is not an aggrieved party. Additionally, the claim may
be classified as an operational debt under Section 5(21) of the I&B Code in light of various
decisions. Furthermore, the Corporate Debtor had not filed an appeal or raised contentions
against the claim before an appropriate forum. In light of the aforementioned submissions, it is
submitted that the NCLT, Delhi has not erred in directing the claim to be accepted.
ISSUE II: WHETHER THE BANK IS ENTITLED TO THE RIGHT TO
SUBROGATION PRIOR TO CIRP'S INITIATION?
It is humbly submitted that the appeal shall not be maintainable as the Resolution professional
is barred from making an appeal as he is not an aggrieved party. Additionally, the existence of
the debt on invocation is well-settled law. Furthermore, with respect to the right to subrogation
of surety following the initiation of CIRP, the invocation being made prior to initiation of CIRP
had crystallized the debt and entered into the books of accounts. In light of the aforementioned
submissions, it is submitted that the NCLT, Delhi has not erred in directing the claim to be
accepted.
INITIATED BY NCLAT?
It is humbly submitted that the consolidation of insolvency proceedings against the Blender
group may not be made on the ground that it violates the objectives of I&B Code and that it

XIII
construes more leverage to the financial creditors rather than operational creditors.
Furthermore, consolidation of existing proceedings and inclusion of solvent member
companies shall disrupts the rights of the operational creditors by violating the established
principle of ‘similarly placed creditors’. In light of the aforementioned submissions, it is
submitted that the NCLT, Delhi has not erred in rejecting the application.
INCLUDED IN THE INSOLVENCY OF BLENDERS GROUP?
It is humbly submitted that the inclusion of BAMPL in the insolvency of Blender Group shall
be in violation of the objectives of the I&B Code, wherein it would allow an individual creditor
to maximize its own interest at the risk of jeopardizing the financial health of an otherwise
solvent company by pushing it into insolvency. Furthermore, inclusion of BAMPL shall also
be in contravention to the principle of ‘separate legal existence’ and in turn the principles
Company Law and I&B Code. In light of the aforementioned submissions, it is submitted that
the NCLT, Delhi has not erred in rejecting the application.
It is humbly submitted that the Centre of Main Interest lies in India owing to various material
functions like administrative functions and management decisions are undertaken in the Indian
territory. The said factors point the center of main interest to be India and not USA. Hence it
is humbly submitted that NCLT, Delhi has not erred in rejecting the application.

1
ARGUMENTS ADVANCED
ISSUE I: WHETHER THE CLAIM OF THE TAX AUTHORITY MAY BE ACCEPTED
BY THE RESOLUTION PROFESSIONAL?
1. It is humbly submitted that the Ld. Adjudicating Authority may not find any reason to
interfere with the impugned order dated 12.07.2021 passed by Ld. National Company Law
Tribunal (hereinafter ‘NCLT’), Delhi. The same shall be contended in a threefold manner
as: [A] The Appeal shall not be maintainable; [B] The claim can be classified as debt; and
[C] Right to file an appeal post limitation period.
[I.A] THE APPEAL SHALL NOT BE MAINTAINABLE
2. As per the Insolvency and Bankruptcy Code, 20161 (hereinafter ‘I&B Code’), a Resolution
Professional (hereinafter ‘RP’), who is a part of the Corporate Insolvency Resolution
Process mechanism (hereinafter ‘CIRP’) is supposed to only collate the claims filed by
Creditors, for verification by comparison with records, along with other basic duties.2
Furthermore, The RP has no adjudicatory powers,3 and all of their actions are subject to the
Ld. Adjudicating Authority's control. Even a Liquidator's decision on acceptance or denial
1
The Insolvency and Bankruptcy Code, 2016, § 21, No. 31, Acts of Parliament, 2017 (India).
2
Export Import Bank of India v. Resolution professional JEKPL Pvt. Ltd., 2018 SCC OnLine NCLAT 639.
3
Swiss Ribbons Pvt. Ltd. & Anr. v. Union of India & Ors., 2019 SCC Online SC 73.

2
of a claim cannot be appealed by the Liquidator, but only the Creditor shall be entitled to
do as the aggrieved party.4
3. It is however pertinent to note that a decision of an adjudicatory authority with regard to
on acceptance or denial of a claim is open to an appeal only by the Corporate Debtor
(hereinafter ‘CD’), but not the RP.5 The rationale behind the same is that the RP is not the
aggrieved party as it shall not affect the RP in any manner.
4. In the present scenario, it is the RP who filed the present appeal. The RP not being an
aggrieved party and having no authority to prefer an appeal against the impugned order, it
is humbly submitted that RP cannot be an aggrieved party and hence has no locus to
maintain the present appeal.
[I.B] THE CLAIM CAN BE CLASSIFIED AS A ‘DEBT’ WITHIN THE MEANING OF THE I&B CODE
5. Operational Debt as defined under I&B Code6 covers debts in respect of the repayment of
dues arising under any law for the time being in force and payable to the Central
Government.7 The existence of a written contract is not a pre-requisite for filing an
operational debt claim against a CD.8
6. Additionally, statutory liabilities such as payment of tax liabilities shall only arise if the
CD is operational and remains a going concern, hence having a direct relationship with
4
Mr. Avil Menezes, Resolution Professional of AMW Auto Component Ltd v. M/s. Shah Coal Pvt. Ltd., 2021
SCC OnLine NCLAT 54.
5
M/s. Golden Jubilee Hotels Pvt. Ltd. v. M/s. NCC Limited, 2019 SCC OnLine NCLAT 337.
6
The Insolvency and Bankruptcy Code, 2016, § 5(21), No. 31, Acts of Parliament, 2017 (India).
7
Id at 3.
8
Jindal Steel & Power Ltd. v. DCM International Ltd., (2017) 86 taxmann.com 270.

3
operation of the Company.9 Moreover, on this rationale all statutory dues have been held
to be implied within the meaning of ‘Operational Debt’ as defined under I&B Code.10
7. It is submitted that reversal of Income Tax Credit is the process wherein the credit for
previously used inputs (purchases) is added to the output tax liability, nullifying the
previously claimed credit.11 It is a statutory liability under Section 74 of CGST Act.12
Placing reliance on Sections 49, 50, 74(9) and Chapter XIX of I&B Code, it is submitted
that the said provisions if contravened, vide rejection as a claim will become redundant.
8. On the aforementioned rationale, various tax authorities of the central and state
governments were held to be operational creditor within the meaning of the I&B Code.13
Moreover, Tax dues under CGST Act have been ordered to be admitted as claims by the
Hon’ble HC of Bombay.14
9. In light of the aforementioned authorities, It is humbly submitted that a rejection of a
liability arising from Section 74 of CGST Act, as a claim shall render the aforementioned
provisions redundant and hence, the Ld. NCLT has not erred in classifying the claim as an
‘operational debt’.
[I.C] THE ABSENCE OF DISPUTE.
10. It is contended that CD may have had preferred an appeal before the Joint Commissioner
within 3 months from the date of communication of the order.15 However, Section 107(6)
9
Pr. Director General of Income Tax (Admn. & TPS) v. M/s. Synergies Dooray Automotive Ltd. & Ors., (2019)
149 CLA 462.
10
State Tax Officer v. Anil Goel, (2020)161 SCL 694.
11
Central Goods and Services Tax (CGST) Rules, 2017, § 42, § 43, Ministry of Finance 2017 (India).
12
The Central Goods and Services Tax Act, § 74, No. 12, Acts of Parliament, 2017 (India).
13
Id at 9; Principal Commissioner of Income Tax v. C. Ramasubramaniamn, (2020) 115 taxmann.com 211
(NCLAT).
14
GGS Infrastructure (P.) Ltd. v. Commissioner of CGST & Central Excise, 122 taxmann.com 250 (Bombay).
15
The Central Goods and Services Tax Act, § 107, No. 12, Acts of Parliament, 2017 (India).

4
of CGST Act16 does not extend the aforementioned right to prefer an appeal to persons who
have not made full payment of the due or at least 10% of the due.
11. Moreover, all orders passed by the assessment authorities prior to the imposition of
moratorium under Section 14 of I&B Code would have been duly recorded into the books
of accounts and hence may be readily verified by the RP on submission of claim by the
govt. authority.17
12. In the present scenario, Blenders Electronics Pvt. Ltd. (hereinafter ‘CD-1’) failed to exhaust
the aforementioned statutory remedies within the prescribed period. Not only was an appeal
not preferred within the specified time period, but also failed to prefer an appeal within the
extended period of 1 month, following the competition of 3 months period.18
13. Wherein the remedies have not been exhausted, the debt cannot be said to be in dispute.
Hence it is prima facie evident that the debt is not disputed and statutory period to appeal
has expired.
14. In light of the contentions made hereinabove, it is humbly submitted before the Ld.
Adjudicating Authority that the Ld. NCLT has not erred in directing the Appellant to accept
the claim and hence the impugned order may be upheld.
ISSUE II: WHETHER THE BANK IS ENTITLED TO THE RIGHT TO SUBROGATION
PRIOR TO CIRP'S INITIATION?
15. It is humbly submitted that the Ld. Adjudicating Authority would not find any reason to
interfere with the impugned order dated 28.07.2021 passed by Ld. NCLT, Delhi. The same
16
The Central Goods and Services Tax Act, § 107(6), No. 12, Acts of Parliament, 2017 (India).
17
Bijoy Prabhakaran Pulipra v. State Tax Officer (Works Contract), [2021] 133 taxmann.com 144.
18
The Central Goods and Services Tax Act, § 107(4), No. 12, Acts of Parliament, 2017 (India).

5
shall be contended in a threefold manner as: [A] The appeal shall not maintainable; [B] No
space for dispute exists; and [C]. Right to subrogation exists
[II.A] THE APPEAL SHALL NOT MAINTAINABLE
16. As contended hereinabove, an appeal cannot be preferred by the RP, wherein the RP is not
affected in any manner, thereby not being the aggrieved party.
17. In the present scenario, it is the RP who filed the present appeal. The RP not being an
aggrieved party and having no authority to prefer an appeal against the impugned order, it
is humbly submitted that RP cannot be an aggrieved party and hence has no locus to
maintain the present appeal.
[II.B] NO SPACE FOR DISPUTE
18. When bank guarantee is invoked by the beneficiary, bank is bound to honor the bank
guarantee irrespective of any dispute raised by the CD19
19. For an amount guaranteed to qualify as ‘debt’ within the meaning of I&B Code, firstly the
corporate guarantee ought to have been invoked and the date of its invocation has to be
earlier than the insolvency commencement date. Moreover, it is well settled that when a
person has any dues pending from a CD as on the commencement of CIRP, the person shall
be entitled to file a claim for the outstanding dues before the RP.20
20. In the present scenario, the corporate guarantee was invoked in September 2020 and the
CIRP commenced on 28.05.2021. It is prima facie evident that the invocation was made
over 7-8 months before the insolvency commencement date. Hence, it can be readily
19
UP State Sugar Corporations v. Sumac International Ltd., AIR 1997 SC 1644.
20
UCO Bank v. Sudip Bhattacharya, MANU/NL/0407/2021.

6
inferred that the RP shall be in position to verify the claim as it would have reflected in the
books of accounts on the date of invocation.
21. In light of the aforementioned contentions, it is humbly submitted that there would be no
doubt with respect to the existence of the debt and entitlement of the Respondent to file a
claim and in turn the right to subrogation, which shall be contended hereinafter.
[II.C] RIGHT TO SUBROGATION EXISTS
22. A bank guarantee is a completely separate contract between the issuing bank and the
beneficiary to whom the guarantee is given. It is separate from the underlying contract on
the basis of which the bank guarantee is given.21 Furthermore, once a demand is made, the
bank shall be obligated to pay under the terms of the bank guarantee.22
23. Furthermore, in the event the guarantor fulfils his obligations under terms of guarantee to
the FC, the guarantor shall be entitled to the right on the assets of the CD-2, to the extent
the outstanding debt was honored.23
24. Moreover, should the creditor be asked to postpone his remedies against the surety, the
guarantee's very purpose is defeated.24 At the same time, should the surety’s right to
subrogation not be honored on the ground that every contractual right can't be protected
under the I&B Code it would amount to tantamount injustice and paramount loss to the
Sureties.
21
Andhra Pradesh pollution Control board’ v. CCL Products (India) Ltd., (2019) SCC OnLine SC 985.
22
Indian Contract Act, 1872, § 140, No. 9, Acts of the Imperial Legislative Council, 1872 (India).
23
Mr. V. Ramakrishnan v. M/s. Veesons Energy Systems Pvt. Ltd. & SBI, 2018 SCC OnLine NCLAT 292;
Parvateneni Bhushayya v. Potluri Suryanarayana, AIR 1944 Mad. 195.
24
In Re: State Bank of India v. Indexport Registered & Ors., 1992 AIR 1740; Bank of Bihar Ltd. v. Damodar
Prasad & Anr., 1969 1 SCR 620.

7
25. It is contended that the liability of the CD-2 is joint, severable and co-extensive as per
Section 128 of ICA, 187225 and has also been well settled by law.26 Furthermore, relying
on the Insolvency Law Committee Report dated 26.03.2018, it was held that contractual
principles of guarantee ought to be honored even during moratorium.27 Hence the
invocation of the Bank Guarantee cannot be disputed even if it was invoked while
moratorium imposed under Section 14 of I&B Code was in place.28
26. From a joint reading of clauses 6, 8, 10, 11, 12 of Section 3 of I&B Code it can be rightly
inferred that a CD shall be a corporate person from whom debt is owed to several kinds of.
creditors which include financial creditors, operational creditors, secured creditors,
unsecured creditors and/or decree-holders.29
27. In the present scenario, the guarantee was invoked by the KKR Lenders Pvt. Ltd.
(hereinafter ‘secured creditor’) in September 2020 thereby crystallizing the right to
subrogation entitled from Blenders Technologies Pvt. Ltd. (hereinafter ‘CD-2’), well
before the insolvency commencement date, i.e. 28.05.2021.
28. In light of the aforementioned contentions, it is humbly submitted that the Right to
subrogation entitled from the CD-2 be honored by inclusion of the same as claims within
the meaning of Sections 3(6) r/w Sections 18(b) of the I&B Code, for the right to
subrogation be disregarded shall be repugnant to the principles of law of guarantee and the
principles of equity, justice, and good conscience.
25
Indian Contract Act, 1872, § 128, No. 9, Acts of the Imperial Legislative Council, 1872 (India).
26
Central Bank of India v. C.L. Vimla, (2015) 7 SCC 337; State Bank of India v. Saksaria Mills Ltd., AIR 1986
SC 868.
27
Id at 20.
28
Id at 20.
29
Axis Bank Ltd. v. Edu Smart Services Private Ltd., (2018) 142 CLA 78.

8
INITIATED BY NCLAT?
29. It is humbly contended before this Ld. Adjudicating Authority that the CIRP proceedings
for group insolvency may not be admitted by the Ld. Adjudicating Authority and the same
shall be established in a two-fold manner as: [A]Violation of objectives of I&B Code; and
[B] Disruption of Rights of Operational Creditors.
[III.A] VIOLATION OF OBJECTIVES OF I&B CODE
30. It is contended that the objectives of the I&B Code were clearly laid down by the Ld.
NCLAT30 as resolution, maximization of the value of assets of the firm, and promoting
entrepreneurship, availability of credit, and balancing the interests of stakeholders as 3
primary objectives to be followed in the chronological order. The same was upheld by the
Hon’ble SC emphasizing that the foremost and primary objective of the I&B Code is the
reorganization and insolvency resolution of the CD in a time-bound manner.31
31. An Operational Creditor has been defined under I&B Code32, as any person to whom an
operational debt is owed33. Moreover, The Bankruptcy Law Reforms Committee Report,
201534, calls for the protection of operational creditors and emphasizes their right to receive
the dues it is owed. The report further adjudged the authenticity of a resolution plan after
the initiation of CIRP by observing that it shall provide for the measures as may be
30
Binani Industries Ltd v. Bank of Baroda & Anr. (2018) SCC OnLine NCLAT 521.
31
Id at 3.
32
The Insolvency and Bankruptcy Code, 2016, § 5(20), No. 31, Acts of Parliament, 2016 (India).
33
Vinod Awasthy v. AMR Infrastructure Limited, (2017) SCC OnLine NCLT 16278.
34
1, Insolvency and Bankruptcy Board of India, Bankruptcy Law Reforms Committee Report, (2015).

9
necessary for the same while ensuring the maximization of value of assets of the CD by
virtue of Regulation 37 of IBBI35, which provides for the priority of amount due to
operational creditors over that of financial creditors.
32. However, on the contrary, the interests of operational creditors are usually overshadowed
by those of financial creditors36, despite numerous cases being heard on the same aspect.37
The Hon’ble SC38had observed that most financial creditors are secured creditors and
operational creditors being unsecured creditors, it is imperative for the rights of operational
creditors be protected, by placing reliance on a decision of NCLAT, New Delhi Bench
wherein it was held that it would not be just on the operational creditors to give priority to
the claim of a related party.39 Furthermore, the peril of operational creditors and their claims
not being honored in a resolution plan being under the residual category40, once the CIRP
has been initiated, had been acknowledged in the Insolvency Committee Report, 2018.41
33. The negligible payments being made to operational creditors have been emphasized to be
in contravention to the principle of ‘similarly placed creditors’ by the Hon’ble SC42 on the
rationale that the commercial wisdom of the CoC ought to duly consider the interests of
all the stakeholders including operational creditors, and a consideration to the contrary
shall be in violation of the objectives of the I&B Code. The considerations herein have
35
The Insolvency and Bankruptcy Board of India, 2016, § Regulation 37, 2016 (India).
36
Rajputana Properties Pvt. Ltd v. Ultratech Cement Ltd, (2018) SCC OnLine NCLAT 1059.
37
AkshayJhunjhunwala& Anr v. Union Of India, (2018) SCC OnLine Cal 142; Shivam Water Treaters Pvt. Ltd.
v. Union Of India, (2018) SCC OnLine SC 3708.
38
Id at 3.
39
J.R.Agro Industries Pvt.Ltd. v.Swadisht Oils Pvt.Ltd., (2018) SCC OnLine NCLAT 877.
40
41
1, Insolvency and Bankruptcy Board of India, The Insolvency Committee Report, (2018).
42
Committee of Creditors of Essar Steel India Ltd v. Satish Kumar Gupta & Ors, 2019 SCC OnLine SC 1478.

10
been mandatorily required to be duly considered during CIRP on the rationale that the fate
of operational creditors may not be left at the hands of the competing creditors43
[III.B] DISRUPTION OF RIGHTS OF OPERATIONAL CREDITORS
34. The lack of safeguards for operational creditors in I&B Code was keenly put out into the
open during the CIRP of Binani Industries Ltd.44 The plight of the operational creditors
under the supremacy of financial creditors as contended hereinabove were also duly
observed by the Ld. adjudicating authority. Hence, it would not be wrong to assume that,
genuine and veracious claims may stand discharged following CIRP without any payment
or any other recourse. Moreover, frivolous disputes raised by a CD with regard to goods
and services provided by the operational creditors may further devastate the already
precarious standing of such creditors in the whole process.
35. Moreover, another aspect under the I&B Code having adverse implications to operational
creditors, which have largely been ignored, is the treatment of 'disputed claims’ in CIRP.45
Upon the commencement of the CIRP, a moratorium is imposed on the assets and
liabilities of a CD vide Section 14 of the I&B Code.46 The demand of operational creditors
for a different procedure is based on the rationale that the operational debts generally tend
to be of comparatively smaller amounts that are recurring in nature. The possibility of
disputed operational debts are also higher in comparison to the other kinds of debts.
36. Further, it is contended that, if the interests of all the creditors are not placed on an equal
pedestal, managing any group CIRP would be cumbersome unless all lenders are aligned.
43
Hammond Power Solutions Pvt. Ltd. v.Sanjit Kumar Nayak & Ors, (2020) SCC OnLine NCLAT 199; Prabhudas
Damodar Kotecha v. Manhabala Jeram Damodar, (2013) 15 SCC 358.
44
Id at 30.
45
Standard Chartered Bank v. Satish Kumar Gupta, (2019) SCC OnLine NCLAT 388.
46

11
37. In the case of Edelweiss ARC v. Sachet Infrastructure47,the stakeholders were met with
severe complexities and disregard to the rights of operational creditors owing to the
CIRP(s) having group linkages and their features, in their purported pursuit to maximize
value within the prescribed time frame.
38. In the present scenario, should the application for group insolvency be admitted, the
operational creditors and in turn the prospective Resolution Applicant shall be met with
the same peril of their counterparts in the aforementioned cases. Hence, in light of the
objectives of I&B Code and the requisite to protect the rights of operational creditors, it
would be wrong to admit the application CIRP proceedings for group insolvency by the
Appellant.
39. In light of the aforementioned, contentions, it is humbly submitted before the Ld.
Adjudicating Authority that the CIRP proceedings for group insolvency may not be
admitted.
INCLUDED IN THE INSOLVENCY OF BLENDER GROUP?
40. It is humbly contended before this Ld. Adjudicating Authority that Blender Automated
Machine Private Ltd. (hereinafter ‘Respondent Co.’) may not be included in the
insolvency proceedings against Blenders Group. The same shall be contended in a two-fold
manner by establishing that, admission shall result in; [A] Infringement of the basic
provisions and principles of I&B Code; [B] Violation of the principle of Separate Legal
Entity.
47
Edelweiss ARC v. Sachet Infrastructure, (2019) SCC OnLine NCLAT 592.

12
[IV.A] INFRINGEMENT OF THE BASIC PROVISIONS AND PRINCIPLES OF I&B CODE
41. The same be established as [IV.A.1] Inclusion of an insolvent member in a group of
solvents disregards the objectives of I&B Code; and [IV.A.2] No Liability on account of
loan taken
[IV.A.1] Inclusion of an insolvent member in a group of solvents defies the objectives of
I&B Code.
42. As contended hereinabove, the essence of I&B Code is to manage the asset deficit in a
case of insolvency in a manner that is fair to all the stakeholders. Resolution favors
maximization of value of assets of the CD in order to promote entrepreneurship,
availability of credit, and balancing the interests of all stakeholders, instead of allowing an
individual creditor from maximizing its own interest48.
43. The Hon’ble SC49 had emphasized how that the I&B Code was not intended to be a
substitute to a recovery forum and how the same may not be relied on to jeopardize the
financial health of an otherwise solvent company by pushing it into insolvency, reaffirming
the ratio laid down along these lines by the Ld. Adjudicating Authority in various other
cases.50
44. Moreover, it is well-settled law that a growth-oriented company,51 engaged in advancing
public interest52 may not be subjected to unwarranted insolvency proceedings to satisfy
48
The Insolvency and Bankruptcy Code, 2016, § Preamble, No. 31, Acts of Parliament, 2016 (India).
49
K. Kishan v. Vijay Nirman Company Pvt. Ltd., (2018) 17 SCC 662; Mobilox Innovations Private Limited v.
Kirusa Software Private Limited, (2018) 1 SCC 353.
50
Exxaro Tiles Pvt. Ltd. v. KPR Realty India Pvt. Ltd., C.P. (IB) No. 88/BB/2020.
51
American Express Bank Ltd. v. Core Health Care Ltd., (1999) 96 CompCas 841 (Guj).
52
Harinagar Sugar Mills Co. Ltd. v. M. W. Pradhan, AIR 1966 SC 1707.

13
the unjustified claims of certain creditors.53 Additionally, a frivolous application filed
against the interests of a CD54, in terms of damage to creditworthiness or financial standing
with its creditor or customers and even among the public.55
45. In the present scenario, the Respondent Co. is a financially sound and driven corporate
entity engaged in the business of electronic components for future cars such as systems on
chips for autonomous vehicles with the ambition to dominate the market.56 It is apparent
that the Respondent Co. is a growth-oriented company, engaged in advancing public
interest and hence it would be unjust to let the Respondent Company be obliterated only to
satisfy the unjustified claims of certain creditors. Hence, admission of the application by
the Appellant shall defy the inherent objectives and principles of the I&B Code, hampering
the creditworthiness or financial standing with its creditor or customers and even among
the public
46. In light of the aforementioned contentions, it is humbly submitted that the Ld. Adjudicating
Authority’s decision be modulated by equitable considerations57 by extending reasonable
opportunity be to CD-1 to resuscitate its resources.58
[IV.A.2] No Liability on account of loan taken
47. It is evident prima facie, that CD-1 was advanced a loan of Rs.800 crores by the Appellant
for the setting up of Respondent Co.59, its wholly owned subsidiary. At the same time, it
53
Ramdeo Ranglal v. Ghooronia Tea Co. P. Ltd., (2005) 126 CompCas 193 (Gau).
54
SUMANT BATRA, CORPORATE INSOLVENCY: LAW & PRACTICE 35, Page 311 (1st ed. 2017).
55
Id at 54.
56
Para 19, Line 5, Compromis. ¶
57
Gujarat Industrial Investment Corpn. Ltd. v. Sterling Holding Resorts (India) Ltd., (2008) 143 CompCas 39
(Mad).
58
Ema India Ltd. Track Parts of India Ltd., (1998) 106 CompCas 700 (All).
59

14
was CD-1 who put forth the requisite assets worth Rs. 900 crores to be mortgaged to secure
the loan.
48. Furthermore, amount due to the Appellant is Rs. 250 crores wherein assets worth Rs. 900
Crores still exists as security covering the amount due 3.6 times. In light of the same, it is
humbly contended that there exists no requisite for the inclusion of Respondent Co.
wherein the assets of CD-1 would more than suffice.
[IV.B] VIOLATION OF PRINCIPLE OF SEPARATE LEGAL ENTITY
49. Separate legal existence is a characteristic of incorporated companies which denotes a legal
person having its own legal rights and obligations, separate to those running and/or owning
the entity,60 making the single juristic person distinct from its members who constitute the
company.61
50. The insolvency framework shall not apply to all companies in a group owing to the
aforementioned principle of ‘separate legal entity’.62.However, the same shall only apply
on thorough consideration of facts like those representing single economic entity63,
dependence between member companies64 and such factors.
51. Moreover, only insolvent companies in a Group ought to be subjected to insolvency
proceedings65. Extending CIRP to solvent companies shall make unwarrantedly stretch the
jurisdiction of I&B Code, apart from opening up constitutional challenges. Furthermore,
60
Oakes v. Turquand and Hording, (1967) LR 2 HL 325; Salomon v. Salomon & Co Ltd, UKHL 1, AC 22.
61
Re: The Kondoli Tea Co. Ltd., (1886) ILR 13 Cal. 43.
62
Lee v. Lee’s Air Farming Ltd., (1960) UKPC 33, AC 12.
63
Shell International Chemical Company Ltd v Commission of the European Communities, [1992] ECR II-757.
64
Allegemeine Elektrizitats v. Commission of the European Communities, [1983] ECR 3151.
65
Workmen of Associated Rubber Industry Ltd. v. Associated Rubber Industry Ltd., AIR 1986 SC 1.

15
it is not unknown fact that pulling solvent companies which have no dependence or
synergy with the insolvent unit would complicate the CIRP.
52. The mere fact that the Parent company owns the subsidiaries either partly or wholly does
not entitle creditors to look at two different entities as one single unit unless other factors
portray the contrary66. There ought to be some ground in addition to mere unity of
interest and ownership67. Even when two or more corporations are associated together
under common control as several branches or departments of a single common
enterprise, they are still normally to be regarded as separate and independent legal
entities under the principle of ‘separate legal existence’.
53. The Ld. Adjudicating Authority and the creditors alike ought to look into the facts of
ownership, control, and management prior to assuming of a ‘single economic entity’68.
Moreover, no straight-forward rule based on objective facts of control or connection would
shed light on the same without proper analysis of the aforementioned facts.
54. In light of the aforementioned contentions, it is humbly submitted that the Ld. Adjudicating
Authority may uphold the impugned order dated 17.08.2021 and thereby hold that the
Respondent Co. may not be included in the insolvency proceedings against the Blenders
Group.
66
Hydrotherm Gerätebau GmbH v. Compact del Dott. Ing., [1984] EUECJ R-67/67.
67
American Needle, Inc. v National Football League, (2010) 130 S. Ct. 2206.
68
Erikson v. Minn. & Ont. Power Co. (1916) 134 Minn. 209; Holden v. Advance-Rumely Thresher Co., 61 ND
584.

16
55. It is humbly contended before the Ld. Adjudicating Authority that the Involuntary
bankruptcy proceeding against CD-4 may not be recognized as the ‘Foreign Main
Proceeding’ as the Centre of Main Interest (hereinafter ‘COMI’) of the US based company
is in USA. The contentions for the same shall be made in a twofold manner as: [A] Centre
of Main Interest test; [B] Burden of proof.
[V.A] CENTRE OF MAIN INTEREST TEST
56. The Virgos-Schmit Report69 provides reliable guidance on the concept of 'main insolvency
proceedings' and acts as a good authority for interpreting COMI in the EC Regulation.
Article 3(1) of the aforementioned report70 provides that the Main insolvency proceeding
may be initiated at the COMI, while explaining the concept of main insolvency proceeding
and COMI. Moreover, it is pertinent to note that the concept of COMI is a universal
concept.
57. UNCITRAL model laws71 and the Draft Model law72 has provided for provisions that
provide for the determination of COMI of CD subjected to insolvency proceedings. Both
of models laws and the provisions with respect to the same can be found to be similar in
nature and lay down a presumption COMI of a CD. Clause 14 of the latter provides that the
registered office of the CD shall be presumed to be the COMI of the CD, in the absence of
evidence to the contrary.
69
Virgos et al., Report on the Convention on Insolvency Proceedings p. 185 (2004), http://aei.pitt.edu/952/, (last
visited on 24 January, 2022).
70
Id at 69.
71
UNCITRAL Model Law on Cross-Border Insolvency 1997, § 16, https://uncitral.un.org/, (last visited on 24,
January, 2022).
72
Draft Model law, 2018 § 14 (USA), http://www.mca.gov.in/, (last visited on 24 January, 2022).

17
58. Draft Part Z on Cross-Border Insolvency was drafted in accordance with the Guide to
Enactment and Interpretation of the UNCITRAL Model Laws which explains that the
purpose of the presumption of COMI is to provide a convenient means of dispensing with
formal proof, however leaving a way open for the Judicial bodies to find evidence the
contrary.73
59. Globally, Judicial authorities have adopted the view that the decisive question in
determining COMI was where the CD’s head office functions were carried out.74 Euopean
Courts in dealing insolvency considers the Eurofood case as the landmark under European
Insolvency Regulation, wherein it was held that the presumption of COMI may be rejected
should factors ascertainable by 3rd parties portray that a situation arises where it would be
more desirable to connote a place as COMI that differs from the registered office75.
60. In this regard, the English courts have emphasized considering various factors such as
internal accounting, human resources; strategic control; general supervision; and corporate
identity and branding in addition to domicile of directors and the place where board
meetings take place while determining COMI.76
61. Expanding the ambit of the definition of the term ‘COMI’ the Singapore Court77 employed
the ‘COMI test’ as the basis for the recognition of foreign insolvency proceedings in
countries that fall within the common law jurisdiction. Furthermore, English law
developments were duly considered to observe that ‘COMI’ shall essentially be the place
73
UNCITRAL Model Law on Cross-Border Insolvency 1997, § 16, https://uncitral.un.org/, (last visited on 24,
January, 2022).
74
EIR: Eurofood IFSC Ltd (Re) (2006) Ch 508 (ECJ).
75
Id at 74.
76
In re: ENRON CORP., Case No. 01-16034 (AJG); In re, Daisytek-ISA Ltd/ISA Daisytek SAS, [2003] B.C.C.
562; Re MG Rover Belux, SA/NV4; Re Gulf Pacific Shipping Ltd (in creditors’ voluntary liquidation) & Ors.,
(2016) 4 SLR 312.
77
Re Gulf Pacific Shipping Ltd (in creditors’ voluntary liquidation) & Ors., (2016) 4 SLR 312.

18
where majority of the business transactions, research and its dependant activities take place
and that the registered office shall only be the presumed to be ‘COMI’ in the absence of
evidence to the contrary.78
62. In the present scenario, though Blenders US Inc (hereinafter ‘CD-3’) was incorporated in
USA, having its registered office in New York, majority of the company’s operations and
management decisions are undertaken from Indian territory.79 Moreover, accounting and
other administrative functions, in addition to a significant number of employees hired from
Indian territory. are also undertaken from the branch office in Indian territory.80 It can be
duly inferred how the CD-3’s majority dealing with clients, employees and 3rd parties and
how the head office functions are undertaken in Indian territory.
63. In light of the aforementioned authorities cited, it is humbly submitted before the Ld.
Adjudicating Authority that COMI of CD-3 shall be in India and not USA.
[V.A.2] BURDEN OF PROOF
64. According to the Guide to enactment and interpretation of UNCITRAL laws81, when an
applicant seeks recognition of a foreign proceeding as a main proceeding and if
inconsistency arises between the place of CD’s regd. office and its presumed COMI, the
party contesting the CD’s presumed COMI as its place of registration shall be required to
adequately satisfy the court as to the veracity of the alleged COMI.82
65. In light of the aforementioned contention, it is humbly submitted that it shall be upon the
Appellant to satisfy the court that the COMI of the CD-3 shall be USA.
78
Re: Opti Medix, [2016] SGHC 108
79
80
81
Guide to enactment and interpretation of UNCITRAL laws, (2013), https://uncitral.un.org/, (last visited on 24
January, 2022).
82
Akers v Saad Investments (2010) FCA 1221.

19
THE PRAYER
Wherefore, in light of issues raised, arguments advanced, and authorities cited, this Ld.
Adjudicating Authority may be pleased to:
1. HOLD the CA (AT) (Insolvency No. 101/2021) as not maintainable.
2. UPHOLD the NCLT, Delhi order dated July 20, 2021 directing the claim to be considered.
3. HOLD the CA (AT) (Insolvency No. 102/2021) as not maintainable.
4. UPHOLD the NCLT, Delhi order dated July 28, 2021 directing the claim to be accepted.
5. UPHOLD the NCLT, Delhi order dated August 17, 2021 rejecting the application for
Group Insolvency.
6. UPHOLD the NCLT, Delhi order dated August 17, 2021 rejecting the application or
inclusion of Blender Automated Machine Pvt. Ltd. in the insolvency of Blenders group.
7. UPHOLD the NCLT, Delhi order dated November 25, 2021 rejecting the application for
recognition of US Proceedings as ‘Foreign Main Proceeding’ or ‘Foreign Non-Main
Proceeding’
AND / OR
Pass any order, direction, or relief that this Ld. Adjudicating Authority may deem fit in the
interest of Justice, Equity and Good Conscience.
For this act of kindness, the counsels on behalf of the respondents shall duty bound forever
pray.
Sd/-
(COUNSELS FOR THE RESPONDENTS)

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I

IV SURANA & SURANA AND UPES SCHOOL OF LAW IM - 20

IV SURANA & SURANA AND UPES SCHOOL OF LAW NATIONAL INSOLVENCY

LAW MOOT COURT COMPETITION, 2021-22

BEFORE THE LD. NATIONAL COMPANY LAW APPELLATE TRIBUNAL

COMPANY APPEAL (AT) (INSOLVENCY) NO. 101/2021

RP, BLENDERS ELECTRONICS PVT. LTD….. V. ……….…………….……. TAX AUTHORITY

HEARD ALONG WITH

COMPANY APPEAL (AT) (INSOLVENCY) NO. 102/2021

RP, BLENDERS TECHNOLOGIES PVT. LTD. .V. …………………...………..……. SAS BANK

HEARD ALONG WITH

COMPANY APPEAL (AT) (INSOLVENCY) NO. 103/2021

RP, BLENDERS ELECTRONICS PVT. LTD. . V. ……………….…. OPERATIONAL CREDITORS

HEARD ALONG WITH

COMPANY APPEAL (AT) (INSOLVENCY) NO. 104/2021

IZBI BANK …....…....…....…....….....…....V. BLENDER AUTOMATED MACHINE PVT. LTD.

HEARD ALONG WITH

COMPANY APPEAL (AT) (INSOLVENCY) NO. 105/2021

MS. WILSON…....…....…....…....….....…. V. …………………………… CREDITORS OF BUI

BEFORE SUBMISSION TO THE LD. ADJUDICATING OFFICERS OF THE LD. NATIONAL

MEMORIAL ON BEHALF OF THE RESPONDENTS

MEMORIAL ON BEHALF OF THE RESPONDENTS

TABLE OF ABBREVIATIONS .......................................................................................... III

INDEX OF AUTHORITIES .................................................................................................. V

STATEMENT OF JURISDICTION ................................................................................... IX

STATEMENT OF FACTS ..................................................................................................... X

STATEMENT OF ISSUES .................................................................................................... X

SUMMARY OF ARGUMENTS......................................................................................... XII

INSOLVENCY OF BLENDER GROUP ? ................................................................................................. 11

ISSUE V: WHETHER PROCEEDINGS AGAINST BLENDERS US INC. IN USA CAN BE RECOGNIZED AS

FOREIGN PROCEEDINGS? ................................................................................................................... 15

THE PRAYER ....................................................................................................................... 19

MEMORIAL ON BEHALF OF THE RESPONDENTS

ABBREVIATION ACTUAL TERM

CGST Act, 2017 Central Goods & Services Act, 2017

CompCas Company Cases

CD-1 Blenders Electronics Pvt. Ltd.

CD-2 Blenders Technologies Pvt. Ltd.

CD-3 Blenders US Inc

CIRP Corporate Insolvency Resolution Process.

I&B Code, 2016 Insolvency and Bankruptcy Code, 2016

NCLAT National Company Law Appellate Tribunal

NCLT National Company Law Tribunal

MEMORIAL ON BEHALF OF THE RESPONDENTS

MEMORIAL ON BEHALF OF THE RESPONDENTS

Central Bank of India v. C.L. Vimla, (2015) 7 SCC 337 ........................................................ 20

OnLine SC 1478 .................................................................................................................. 23

NCLAT 639 ......................................................................................................................... 14

250 (Bombay) ...................................................................................................................... 16

CompCas 39 (Mad) .............................................................................................................. 27

MEMORIAL ON BEHALF OF THE RESPONDENTS

NCLAT 199 ......................................................................................................................... 23

K. Kishan v. Vijay Nirman Company Pvt. Ltd., (2018) 17 SCC 662...................................... 26

Pvt. Ltd., 2021 SCC OnLine NCLAT 54 ............................................................................ 15

NCLAT 292 ......................................................................................................................... 19

Parvateneni Bhushayya v. Potluri Suryanarayana, AIR 1944 Mad. 195 ................................. 19

Ltd. & Ors., (2019) 149 CLA 462 ....................................................................................... 16

Principal Commissioner of Income Tax v. C. Ramasubramaniamn, (2020) 115 taxmann.com

MEMORIAL ON BEHALF OF THE RESPONDENTS

State Tax Officer v. Anil Goel, (2020)161 SCL 694 ............................................................... 16

UCO Bank v. Sudip Bhattacharya, MANU/NL/0407/2021 .............................................. 19, 20

UP State Sugar Corporations v. Sumac International Ltd., AIR 1997 SC 1644...................... 18