Pleadings Before the Court on behalf of the Respondents

3.1-
May it please the Hon'ble Supreme Court of Xandar,
We, the counsel for Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.), respectfully contend that the moratorium under Section 14 of the Insolvency and
Bankruptcy Code (IBC) does not extend to the execution of the international arbitral award,
the inquiries and proceedings initiated by the Securities Board and the Competition
Commission, and our claim for compensation arising from the NFL's breach of contract.
Arguments:
1. Scope of Moratorium under Section 14:
 The moratorium under Section 14 primarily aims to protect the corporate debtor
from legal actions during the CIRP process to facilitate its revival. However, its scope
is not absolute and excludes certain proceedings deemed essential for upholding
public interest or protecting third-party rights.
2. Inapplicability of Moratorium to ODFSL & Ors.' Claims:
 Execution of International Arbitral Award: The arbitral award was passed prior to
the initiation of CIRP. The moratorium only applies to proceedings initiated after the
commencement of CIRP, not to the enforcement of pre-existing judgments or awards.
 Securities Board and Competition Commission Inquiries: These inquiries are
regulatory actions aimed at ensuring market integrity and fair competition.
Excluding them from the moratorium is crucial to uphold public interest and prevent
potential market manipulation during the CIRP process.
 ODFSL & Ors.' Claim for Compensation: Our claim arises from the NFL's breach
of contract, which occurred before the CIRP initiation. It seeks compensation for
financial losses incurred due to the NFL's failure to fulfill its contractual obligations.
Granting the moratorium protection to such a claim would violate ODFSL & Ors.'
legitimate right to seek compensation for a pre-existing breach.
3. NFL's Actions and Consequences:
 The NFL's inability to receive the shipment within the agreed timeframe constituted
a breach of contract. This breach resulted in significant financial losses for ODFSL
& Ors., including additional storage expenses, loss of income from unfulfilled
contracts, and potential damage to their market reputation.
  The NFL's prioritization of acquisitions over payment obligations further
demonstrates its lack of good faith and disregard for contractual commitments.
 Abuse of Moratorium Allegations: We strongly deny any accusations of abusing the
moratorium for counterclaims or engaging in fraudulent behavior. Our claims are
legitimate and based on demonstrable harm suffered due to the NFL's actions.
4. Protection of Third-Party Rights:
 Granting the moratorium protection to all proceedings against the corporate debtor
would unfairly disadvantage creditors and other third parties with legitimate
claims. It would create a shield for potentially fraudulent or harmful actions taken
before the CIRP initiation.
 Balancing the interests of the corporate debtor with the rights of creditors and other
stakeholders is crucial for ensuring the fair and effective functioning of the IBC
framework.
Conclusion:
We humbly submit that the moratorium under Section 14 of the IBC should not be extended
to the execution of the international arbitral award, the inquiries and proceedings initiated by
the Securities Board and the Competition Commission, and our claim for compensation
arising from the NFL's breach of contract. Granting such protection would be detrimental to
our legitimate interests, violate public policy, and undermine the core objectives of the
IBC.

3.2-

May it please the Hon'ble Supreme Court of Xandar,

We, the counsel for Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.), respectfully submit that the moratorium under Section 14 of the Insolvency and
Bankruptcy Code, 2016 (IBC) does not extend to:

 Execution of the international arbitral award: This award is a final and binding
judgment, and its enforcement should not be obstructed by the CIRP process.
 Inquiry and proceedings initiated by the Securities Board and Competition
Commission: These regulatory bodies have independent statutory powers and their
investigations should not be hindered by the moratorium.
Arguments:
1. Scope of the Moratorium:
 The moratorium under Section 14 is intended to provide a breathing space for the
corporate debtor (NFL) to restructure its finances and revive its operations. It does not
grant immunity from all legal proceedings.
 As established in K.S. Oils Ltd. v. State Trade Corporation of India Ltd. & Anr.,
arbitration proceedings are not automatically barred during CIRP. However, debt
recovery through such proceedings may be subject to the moratorium.
 In Power Grid Corpn. of India Ltd. v. Jyoti Structures Ltd., it was clarified that
the moratorium applies only to certain types of proceedings, not all. Specifically, it
does not apply to proceedings that benefit the corporate debtor, such as regulatory
inquiries.
2. International Arbitration Award:
 The arbitral award represents a binding legal obligation on NFL. Enforcing this award
is not recovery of a debt incurred during the moratorium, as it predates the CIRP
initiation.
 Granting NFL an exemption from fulfilling the award would undermine the sanctity
of international arbitration and discourage foreign investments.
3. Regulatory Inquiries and Proceedings:
 The Securities Board and Competition Commission have independent statutory
mandates to ensure fair market practices and protect investors. Their investigations
are not aimed at recovering debts but at upholding regulatory compliance.
 Allowing the moratorium to shield NFL from regulatory scrutiny would undermine
the effectiveness of these bodies and potentially harm public interest.
4. NFL's Abuse of Moratorium:
 NFL's attempt to utilize the moratorium to:
o File a counterclaim against ODFSL seeking repayment of the advance
payment is a blatant misuse of the safeguard intended for genuine financial
restructuring.
o Negotiate rent reductions without proper process with operational creditors
further demonstrates its disregard for its obligations.
 These actions suggest a dishonest intent to exploit the moratorium for personal gain
rather than genuine financial revival.
Conclusion:

We humbly submit that the moratorium under Section 14 of the IBC should not be interpreted
to shield NFL from:

 The enforcement of the international arbitral award, a pre-existing legal obligation.

 Regulatory inquiries and proceedings conducted by the Securities Board and
Competition Commission, essential for market integrity and public interest.

We urge this Hon'ble Court to recognize ODFSL & Ors.' legitimate claims and ensure that
the objectives of the IBC are not undermined by the NFL's misuse of the moratorium.

4.1-

May it please the Hon'ble Supreme Court of Xandar,

We, the counsel for Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.), respectfully submit that Natural Food Limited (NFL) has engaged in fraudulent activity
and seeks to exploit the moratorium for undue benefit in various ongoing proceedings and
inquiries.

Arguments:
1. Lack of Jurisdiction for Special Leave Petition:
 The Special Leave Petition (SLP) filed by NFL under Article 136 of the Constitution
lacks merit due to the absence of exceptional circumstances or grave injustice.
 The Supreme Court exercises its discretion to grant SLPs only in rare cases with
significant public importance or potential for substantial injustice.
 The current matters, such as the rejected resolution plan, related party concerns,
moratorium applicability, and alleged fraudulent CIRP initiation, do not present such
extraordinary legal concerns.
 Therefore, we urge the Court to dismiss the SLP as not maintainable.
2. Prima Facie Case of Fraud:
 We establish a prima facie case of fraud based on the following:
 o NFL's financial situation: The lack of substantial financial distress, as
evidenced by the pending acquisition of Connaught Foods, contradicts the
stated justification for CIRP.
o Selective targeting of proceedings: The initiation of CIRP coinciding with
the international arbitration award and regulatory inquiries suggests a
calculated attempt to shield NFL from accountability.
o Misuse of the moratorium: The counterclaim against ODFSL and rent
negotiations without proper process indicate an intent to exploit the
moratorium for personal gain.
o Related party involvement: The potential involvement of a related party in
proposing the resolution plan raises concerns about transparency and potential
collusion.
3. Related Party and Undue Benefit:
 The involvement of a related party in the resolution plan process raises serious
concerns about potential conflicts of interest and undue influence.
 Such involvement could lead to unfair advantages for the related party at the expense
of legitimate creditors like ODFSL & Ors.
 We urge the Court to thoroughly investigate the related party's involvement and
ensure a fair and transparent resolution process.
Conclusion:

We humbly submit that the evidence presented demonstrates a strong likelihood of fraudulent
intent and abuse of the CIRP process by NFL. We urge the Court to:

 Dismiss the SLP as not maintainable.

 Conduct a thorough investigation into the alleged fraudulent activities.
 Protect the interests of legitimate creditors like ODFSL & Ors. and ensure a fair and
transparent resolution process.
4.2-

May it please the Hon'ble Supreme Court of Xandar,

We, the counsel for Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.), respectfully submit that Natural Food Limited (NFL) initiated the Corporate
Insolvency Resolution Process (CIRP) fraudulently and submitted the Resolution Plan at the
behest of a related party to gain undue benefit from the moratorium in ongoing legal
proceedings and inquiries.

Arguments:
1. Prima Facie Case of Fraudulent Intent:
 As established in Amit Katyal v. Meera Ahuja, to prove fraudulent initiation of
CIRP, a "prima facie" case must be established, demonstrating the presence of
malicious intent.
 The NCLAT, in James Hotels Ltd v Punjab National Bank, clarified that imposing
penalties under Section 65 requires clear evidence of fraudulent or malicious initiation
of legal proceedings.
 NFL's actions, particularly prioritizing the acquisition of Connaught Foods over
fulfilling its payment obligations to ODFSL, constitute a clear breach of contractual
obligations.
 Allocating funds from convertible bonds for acquisitions instead of settling debts with
ODFSL indicates poor financial management and a disregard for the company's best
interests.
 Misusing the moratorium to file a counterclaim for an advance payment refund
directly contradicts the IBC's purpose.
2. Abuse of Moratorium and Dishonest Intent:
 The IBC's objective is to resolve insolvency through revival or liquidation, not to
allow debtors to avoid obligations.
 As per the Insolvency Law Committee's Report, the moratorium aims to provide
temporary relief for rehabilitation, not to shield debtors from fulfilling contractual
duties or reclaiming advance payments.
 NFL's actions, driven by the dishonest motive to evade payment to ODFSL and
reclaim the advance payment, clearly demonstrate an abuse of the IBC's safeguards.
 Considering the facts and precedents discussed, a prima facie case for fraud or
malicious intent exists in NFL's initiation of CIRP and subsequent actions.
3. Related Party Involvement:
 It is crucial to investigate any potential involvement of a related party in influencing
NFL's decisions, including the timing of the CIRP initiation, the allocation of funds,
and the content of the Resolution Plan.
  Such involvement, if proven, could further solidify the argument of fraudulent intent
and abuse of the legal process.
Conclusion:

We humbly submit that the evidence strongly suggests fraudulent intent in NFL's initiation of
CIRP and its actions during the moratorium. We urge this Hon'ble Court to:

4.3-

May it please the Hon'ble Supreme Court of Xandar,

We, the counsel for Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.), respectfully submit that the initiation of the Corporate Insolvency Resolution Process
(CIRP) by Natural Food Limited (NFL) and the subsequent Resolution Plan were undertaken
with fraudulent intent and to seek undue benefit from the moratorium.

Specifically, we argue that:

1. Commencement of CIRP by a Related Party:
 Section 29(a) of the IBC disqualifies a Resolution Applicant who was previously a
promoter or in management of a company where a "fraudulent transaction" occurred.
 Evidence suggests that the Resolution Applicant held key managerial positions in
NFL concurrently with the promoters, effectively making them a "related party" under
the IBC.
 This past association with NFL, coupled with the alleged fraudulent transactions
within the company, disqualifies the Applicant from submitting the Resolution Plan.
2. Prima Facie Case of Fraudulent Intent:
 The timing of the CIRP initiation, coinciding with various legal proceedings and
inquiries against NFL, raises suspicion of using the moratorium for undue benefit.
 NFL's prioritization of acquiring Connaught Foods over fulfilling its obligations to
ODFSL, despite financial strain, indicates a disregard for contractual commitments.
 The attempt to file a counterclaim against ODFSL during the moratorium and
negotiate rent reductions without proper process further suggests an intention to
exploit the safeguard for personal gain.
3. Lack of Jurisdiction for SLP (Civil) No. 246 of 2022:
  The challenge to the NCLT order approving the Resolution Plan falls outside the
scope of the Supreme Court's jurisdiction under Article 136 of the Constitution.
 Alternative remedies exist within the IBC framework to address grievances regarding
the CIRP process or the Resolution Plan.
Conclusion:

We humbly submit that the initiation of CIRP and the Resolution Plan were tainted by
fraudulent intent and aimed to exploit the moratorium for personal gain. The disqualification
of the Resolution Applicant due to their past association with NFL and the suspicious timing
of the CIRP further strengthen our case.

Therefore, we urge this Hon'ble Court to:

 Declare the initiation of CIRP and the Resolution Plan as null and void due to
fraudulent intent and violation of Section 29(a) of the IBC.
 Recognize ODFSL & Ors.' legitimate claims and ensure they are not prejudiced by
NFL's actions.
 Dismiss SLP (Civil) No. 246 of 2022 as it falls outside the Court's jurisdiction.

We pray for a favorable order.

Respectfully submitted,
On behalf of Organic Dried Fruits and Spices Private Limited & Others (ODFSL &
Ors.)
Please note: This is a sample pleading based on the provided information. It is not a
substitute for legal advice, and you should always consult with a qualified lawyer for specific
legal matters.

3.2-

May it please the Honorable Supreme Court of Xandar,

We, the legal representatives of Respondent 13, stand before this esteemed court to humbly
contend that the National Football League (NFL) has demonstrably disregarded its
contractual and fiduciary duties through its prioritization of acquiring Connaught Foods over
fulfilling its payment obligations to ODFSL.

I. Disregard for Fiduciary Duties

As emphasized in Sangramsinh P. Gaekwad v Shantadevi P. Gaekwad (2005), companies and

their decision-makers hold critical fiduciary duties towards stakeholders. Prioritizing personal
interests over the company's well-being can incur criminal liability. In the present case, the
NFL's decision to prioritize the Connaught Foods acquisition despite ongoing regulatory
investigations and financial scrutiny against ODFSL showcases a blatant disregard for its
fiduciary obligations.

Further aggravating this offense is the NFL's:

 Knowledge of Investigations and Regulatory Inquiries: Despite being aware of the
precarious financial situation and regulatory issues surrounding ODFSL, the NFL
chose to allocate funds from convertible bonds towards the acquisition, demonstrating
a reckless disregard for its financial obligations.
 Financial Negligence: The NFL's decision to prioritize the acquisition over fulfilling
its financial commitments to ODFSL constitutes financial negligence. This act
suggests a prioritization of personal interests over contractual obligations, raising
concerns about the NFL's financial prudence and ethical conduct.
II. Breach of Contractual Obligations

Section 166 of the Companies Act, 2013, mandates that decision-makers act with utmost care
and caution in the best interests of the company and its stakeholders. The NFL's actions
directly contradict this mandate.

 Misallocation of Funds: The NFL's decision to utilize funds generated from the
issuance of convertible bonds for the acquisition, despite knowing about the
impending arrival of ODFSL's shipment and the ongoing regulatory issues, signifies a
blatant disregard for its financial obligations and contractual commitments.
 Erosion of Trust: As highlighted in Sharp and others v Blank and others, decision-
makers have a fundamental duty to uphold honesty and act in the company's best
interests. The NFL's prioritization of the acquisition over its payment obligations
undermines its contractual responsibilities and erodes trust in its ethical conduct.
III. Conclusion

The NFL's actions demonstrate a clear disregard for its contractual and fiduciary duties
towards ODFSL. Their prioritization of the Connaught Foods acquisition despite knowledge
of financial difficulties and regulatory issues surrounding ODFSL constitutes a blatant breach
of contract and raises serious concerns about the NFL's financial prudence and ethical
conduct.

Therefore, we humbly urge this esteemed court to rule in favor of Respondent 13 and hold
the NFL accountable for its actions.

We thank the Honorable Court for its time and consideration.

Respectfully submitted,
Counsel for Respondent 13
Note: This pleading is based on the information provided in the prompt and does not
constitute legal advice. It is essential to consult with a qualified legal professional for any
legal matters.