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

Order Date: 1st September, 2026

Case Overview

The appeal was filed by Somani Worsted Limited under Section 61 of the Insolvency and Bankruptcy Code, 2016, challenging the order dated 08.10.2025 passed by the National Company Law Tribunal, New Delhi Principal Bench in I.A. No. 5287 of 2022 in CP (IB) No. 652 (PB)/2019. The appellant contested the Resolution Professional Mr. Amit Aggarwal's unilateral deletion of its already admitted claim of Rs 18,84,95,866.67 from the List of Creditors during the Corporate Insolvency Resolution Process (CIRP) of Celebration City Projects Private Limited.

The dispute originated from a Memorandum of Understanding executed on 08.01.2010 between Somani Worsted and AEZ Infratech Private Limited (now ADTV Communications), whereby the appellant advanced Rs 13.60 crore for commercial space booking. Subsequently, through Inter-Corporate Memos dated 04.10.2010, Rs 9.77 crore was proposed to be invested in Celebration City's project, leading to a fresh MoU dated 07.10.2010 where Celebration City acknowledged receipt of Rs 9.77 crore and provisionally allotted 50,000 square feet commercial space in its "RED Mall" project.

The Resolution Professional initially admitted the claim on 21.04.2022, but after receiving objections from related party Sakshi Fincap Private Limited, he re-examined the claim and categorized it as "doubtful/suspicious transaction" before completely removing it from creditors list on 19.10.2022.

The NCLT dismissed the appellant's application, holding that the Resolution Professional was justified in rejecting the claim and observing that the appellant's claim already stood adjudicated by an Arbitral Award dated 28.12.2015 passed against AEZ Infratech.

Analysis and Findings

The NCLAT bench comprising Justice N. Seshasayee, Arun Baroka, and Indevar Pandey analyzed whether the appellant established an independent and legally enforceable financial debt against the Corporate Debtor.

The tribunal found that the appellant, AEZ Infratech, and Celebration City were closely connected entities under common management during the relevant period. Mr. M.P. Somani remained Director of both Corporate Debtor (30.09.2008 to 10.01.2018) and Appellant (from 28.02.2009), while Mr. Sanjay Kackar also served as Director in both entities. AEZ held 49% shareholding in Corporate Debtor and 16.74% in Appellant as on 31.03.2011.

The original payment of Rs 13.60 crore was admittedly made only to AEZ Infratech, with no banking records showing direct transfer to Corporate Debtor. The ledger entries relied upon were merely internal accounting adjustments among related entities, and the amount was subsequently reversed on 01.04.2017 in favor of ADTV Communications.

The Memorandum of Understanding dated 07.10.2010 was found to be only a preliminary understanding that never matured into a concluded commercial agreement, lacking essential terms and contemplating future definitive agreement and additional payment of approximately Rs 15 crore.

The appellant's conduct also undermined its claim - despite knowledge of Occupancy Certificate obtained on 25.05.2016, it never enforced allotment rights against Corporate Debtor, instead pursuing arbitration and execution only against AEZ Infratech, obtaining an arbitral award for Rs 24.24 crore including the disputed amount.

The tribunal held that the Resolution Professional acted within his statutory duty under Regulation 13 of CIRP Regulations to verify and update claims based on available material, and was justified in rejecting the claim upon finding no independent financial debt established.

Final Outcome

The NCLAT dismissed the appeal, upholding the NCLT's order and confirming the Resolution Professional's rejection of Somani Worsted's claim. The tribunal found no infirmity in the impugned order and disposed of all pending applications with no order as to costs.

Topics: Insolvency Claim Dispute, Related Party Transactions, Corporate Debt Verification