Authority: National Company Law Appellate Tribunal, Principal Bench, New Delhi

Order Date: July 03, 2026

Case Overview

The appeal arose from the order dated May 27, 2025, passed by the National Company Law Tribunal (NCLT), Guwahati Bench in IA(IBC)/119/GB/2024 in CP(IB)/16/GB/2022. The appellant, Assam Power Distribution Company Ltd. (Operational Creditor), challenged the NCLT order that directed them to pay outstanding dues of ₹37,66,906.80 along with applicable interest from December 31, 2014, to the liquidator of Brahmaputra Rolling Mills Pvt. Ltd., Mrs. Meena Sureka.

The core dispute centered on whether the appellant could set off this amount against dues owed to it by other entities within the Brahmaputra Group of Industries, which totaled ₹9,07,03,124/- (Brahmaputra Galvochem Pvt. Ltd.: ₹18,48,918/-, Brahmaputra Iron and Steel Co. Pvt. Ltd.: ₹46,63,326/-, and Brahmaputra TMT Bars Pvt. Ltd.: ₹8,41,90,880/-). The appellant argued that the Brahmaputra Group presented itself as a single economic entity and that Regulation 29 of the IBBI (Liquidation Process) Regulations, 2016, permitted such a set-off.

The respondent-liquidator contended that each Brahmaputra entity was a separate juristic person, had undergone separate Corporate Insolvency Resolution Process (CIRP) and liquidation proceedings, and all had been dissolved pursuant to final orders of dissolution passed by the NCLT, Guwahati Bench on December 13, 2024. The liquidator emphasized that the benefit of set-off under Regulation 29 is available only for mutual dealings between the same parties (the corporate debtor and the appellant), not third-party entities.

The NCLAT analyzed Regulation 29, which states: "Where there are mutual dealings between the corporate debtor and another party, the sums due from one party shall be set off against the sums due from the other to arrive at the net amount payable to the corporate debtor or to the other party." The tribunal observed that the appellant had initially submitted a claim form noting "N/A" against details of any mutual credit, mutual debts, or other mutual dealings that could be set off against the claim.

The tribunal also examined the liquidator's calculation methodology, which followed Regulation 6.3.14 of the AERC Supply Code. After adjusting the load security amount (₹81,85,148.80) against outstanding principal (₹41,75,776.00) and surcharge (₹2,42,466.00) as of December 31, 2014, the net amount payable by the appellant was calculated as ₹37,66,906.80.

Final Outcome

The NCLAT dismissed the appeal, upholding the NCLT's order. The tribunal concluded that each Brahmaputra group entity maintained separate legal identities, had separate electricity connections, separate load security deposits, and were billed separately by the appellant. The fact that they shared a common liquidator was a matter of convenience and did not alter their separate legal status. The dissolution of all other Brahmaputra entities further rendered the appellant's set-off claim legally untenable. The appellant was directed to pay the admitted dues of ₹37,66,906.80 along with applicable interest from December 31, 2014, to the liquidator. All parties were to bear their own costs.

Topics: Insolvency Set-off, Separate Legal Entity Doctrine, Liquidation Process