Rkb Global Limited vs Tulip Polychem Pvt Ltd

(Arising against the impugned order dated 19.12.2025 passed by the National Company Law Tribunal, Ahmedabad Bench in Company Petition (IB) No. 277 OF 2024].

IN THE MATTER OF:

RKB GLOBAL LIMITED 1st Floor, Sugar House 93/95, Kazi Sayed Street Masjid Station, ...Appellant Mumbai-400003

Versus

TULIP POLYCHEM PRIVATE LIMITED Registered Office at: Office No. 1, 1st Floor, Nirav Complex, Near Navran High School, Naranpura Ahmedabad-380015 State of Gujarat ...Respondent

Present: For Appellant: Mr. Syed Naqvi, Advocate. For Respondent: Mr. Shamik Sanjanwala, Mr. Aditya Tripathi, Ms. Shubhangi Agarwal and Ms. Aarushi Gupta, Advocates.

ORDER

(29th May, 2026)

INDEVAR PANDEY, MEMBER (T)

The present Appeal has arisen out of the Judgment dated 19.12.2025

passed by the Adjudicating Authority (Ld. National Company Law Tribunal,

Ahmedabad Bench), in Company Petition (IB) No. 277 of 2024, whereby the Application filed under Section 9 of the Insolvency and Bankruptcy Code,

2016 (hereinafter referred to as "Code") by the Appellant- RKB Global

Limited, against the Respondent- Tulip Polychem Private Limited, seeking

initiation of Corporate Insolvency Resolution Process ("CIRP") came to be

dismissed. The dispute between the parties pertains to liability towards freight

charges, demurrage charges and anchorage charges arising out of shipment

of iron ore cargo from Redi Port in India to Rizhao Port in China. A Charter

Party Agreement was executed between the Appellant/RKB Global Limited

and Jaldhi Overseas Pte. Ltd. for transportation of iron ore Both the

Appellant/RKB Global Limited as well as the Respondent/Tulip Polychem

Private Limited had loaded their respective consignments on the same vessel

M.V. Sun Lucia. The freight invoice for the consolidated cargo came to be

raised upon RKB Global Limited because the Charter Party Agreement stood

in its name.

2. Aggrieved by the impugned order the Appellant contends impugned

order overlooks material documentary evidence; commercial correspondence;

payment records; debit notes; settlement terms; and admissions already

recorded before this Tribunal in earlier appeal.

Brief Facts of the Case

3. The facts relevant for deciding this appeal are as given below:

(i) The Appellant executed a Charter Party Agreement on 22.04.2019

with Jaldhi Overseas Pte. Ltd. whereby a vessel M.V. Sun Lucia

was chartered for transportation of 50,000 WMT of iron ore from Page 2 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 Redi Port in Maharashtra to Rizhao Port in China. Under the terms

of the Charter Party Agreement, freight payable was to be

calculated on the "Intake Quality of Cargo" in terms of Clauses 33

and 34 of the agreement. The transaction was facilitated through

Samrudha Resources Limited (SRL), which allegedly coordinated

freight and shipment conditions between the concerned entities.

(ii) The Bill of Lading dated 20.05.2019 came to be issued by Jaldhi

Overseas Pte. Ltd. through the Master of the Vessel in favour of

both parties, reflecting loading of approximately 27,500 WMT of

iron ore cargo by the Appellant and approximately 27,017 WMT of

iron ore cargo by the Respondent on the same vessel.

(iii) In view of the Charter Party Agreement standing in the name of the

Appellant, Jaldhi Overseas Pte. Ltd. raised a consolidated freight

Invoice dated 20.05.2019 upon the Appellant for payment of freight

charges aggregating approximately USD 8,82,188.15 in respect of

the cargo loaded by both the Appellant and the Respondent.

(iv) Jaldhi Overseas Pte. Ltd. issued Invoice dated 19.06.2019

reflecting freight calculations after deducting US$ 470,575 which

has already been received by it.

(v) The Appellant's case further proceeds on the basis that it

subsequently made SWIFT remittances of USD 325,000 on

30.10.2019 and USD 83,600 on 07.11.2019 in favour of

Globechart/BST towards regularisation of freight obligations Page 3 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 already settled with Jaldhi Overseas Pte. Ltd. It is also alleged that

a further amount of approximately USD 61,975 had already been

directly paid by Globechart/BST to Jaldhi Overseas Pte. Ltd. and

adjusted from the Appellant's credit balances.

(vi) In 2023, Jaldhi Overseas Pte. Ltd. initiated CIRP proceedings

against the Appellant in relation to unpaid freight dues, vide

Company Petition No. 444/IBC/MB/2023 in Ld. NCLT, Mumbai

Bench. The Section 9 petition was admitted by Ld. Adjudicating

Authority vide order dated 24.01.2024. Aggrieved by the said

admission the suspended board of Directors of the Appellant

preferred Company Appeal (AT) (Ins.) No. 237 of 2024 before this

Appellate Tribunal. During pendency of the aforesaid appeal the

Appellant entered into a Settlement Agreement dated 02.02.2024

with Jaldhi Overseas Pte. Ltd. whereby the Appellant agreed to pay

approximately USD 395,000 in full and final settlement of the

outstanding freight invoice. Most significantly, Clause 7 of the

Settlement Agreement specifically recorded and acknowledged by

Jaldhi Overseas Pte. Ltd. that no payment had been received from

the present Respondent, namely Tulip Polychem Pvt. Ltd., under

the Charter Party arrangement and that the Appellant would

remain at liberty to recover freight, demurrage and anchorage

charges from the Respondent.

(vii) Pursuant to the said Settlement Agreement, this Appellate

Tribunal by Order dated 05.02.2024 in Company Appeal (AT) No. Page 4 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 237 of 2024 took the settlement on record and set aside the earlier

insolvency order passed against the Appellant. The Appellant has

relied upon this Order and the admissions contained in the

Settlement Agreement to contend that the Respondent's liability

already stood recognised by the parties and recorded before this

Tribunal.

(viii) Following execution of the Settlement Agreement and payment of

dues to Jaldhi Overseas Pte. Ltd., the Appellant issued Debit Notes

dated 06.02.2024 bearing Nos. RKB/DN/01-23-24 and

RKB/DN/02-23-24 upon the Respondent claiming reimbursement

of freight charges amounting to Rs. 2,63,80,074/- and

demurrage/anchorage charges amounting to Rs. 60,21,111/-

respectively. The total claim raised by the Appellant against the

Respondent thus aggregated to Rs.3,24,01,185/-. The Appellant

thereafter forwarded the aforesaid debit notes to the Respondent

through communication dated 23.03.2024 and called upon the

Respondent to reimburse the amounts allegedly paid on its behalf.

(ix) Subsequently, a Demand Notice dated 06.05.2024 under Section

8 of the Insolvency and Bankruptcy Code, 2016 in Form-3 was

issued by the Appellant demanding payment of Rs.3,24,01,185/-

from the Respondent.

(x) In response thereto, the Respondent through reply dated

16.05.2024 disputed the claim and asserted that freight and

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Company Appeal (AT) (Ins.) No. 296 of 2026 related charges had already been paid to Jaldhi Overseas Pte. Ltd.

through its customer BST (HK) Limited and that the corresponding

amount had already been deducted from payments payable to the

Respondent.

(xi) The Appellant thereafter filed Company Petition (IB) No. 277 of

2024 before the Hon'ble NCLT, Ahmedabad Bench under Section

9 of the Code seeking initiation of CIRP against the Respondent for

operational debt amounting to Rs.3,24,01,185/-. During pendency

of the proceedings, multiple affidavits, replies, rejoinders,

additional affidavits and written submissions were exchanged

between the parties from November 2024 till December 2025. The

NCLT also directed filing of additional affidavits concerning Invoice

dated 19.06.2019 and alleged payments of USD 470,575 reflected

therein.

(xii) The Adjudicating Authority by the impugned Judgment dated

19.12.2025 dismissed the Section 9 Application filed by the

Appellant holding that the Appellant had failed to establish

existence of an operational debt payable by the Respondent.

Aggrieved by the same the Appellant has filed the present appeal.

Submissions of the Appellant

4. Ld. Counsel for the Appellant/RKB Global Limited submits that it had

entered into a Charter Party Agreement dated 22.04.2019 with Jaldhi

Overseas Pte. Ltd. ("Jaldhi") for chartering the Vessel MV Sun Lucia for Page 6 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 transportation of cargo from a port in India to a port in China. The said

Charter Party Agreement has been placed on record. Under the said

arrangement, the Appellant shipped 27,500 WMT of iron ore, whereas the

Respondent, Tulip Polychem Pvt. Ltd., shipped 27,107 WMT of iron ore on the

same Vessel MV Sun Lucia. It is submitted that both the Appellant and the

Respondent were independently liable to pay freight charges corresponding to

their respective consignments transported through the said vessel.

5. Ld. Counsel further submits that Jaldhi, on oath and by way of Affidavit

before this Hon'ble Tribunal, has categorically admitted that it had received

freight charges from the Appellant, but had not received any freight charges

from the Respondent. The said statement of Jaldhi has already been recorded

by this Hon'ble Tribunal in its Order dated 05.02.2024 passed in Company

Appeal (AT) (INS) No. 237 of 2024. It is submitted that the Respondent has

never challenged the said Order and, therefore, the findings recorded therein

have attained finality against the Respondent. Reference in this regard has

been made to the Additional Affidavit filed by the Appellant dated 03.03.2026.

6. He submits that Clause 7 of the Settlement Agreement executed

between the parties clearly records that Jaldhi Overseas Pte. Ltd. confirmed

and declared that it had not received any payment from Tulip Polychem Pvt.

Ltd. under the Charter Party Agreement and further clarified that nothing in

the Settlement Agreement would prejudice the rights of RKB Global Limited

against Tulip Polychem Pvt. Ltd. under the Charter Party Agreement. The

Settlement Agreement further specifically permitted the Appellant to recover

freight, demurrage and anchorage charges from the Respondent. Counsel for Page 7 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 the Appellant submits that the said clause conclusively demonstrates that the

liability towards freight charges remained unpaid by the Respondent.

7. He further submits that this Appellate Tribunal, while disposing of

Company Appeal (AT) (Ins.) No. 237 of 2024 by Order dated 05.02.2024, had

recorded the Settlement Agreement between the parties and set aside the

admission order passed under Section 9 of the Code, in view of the settlement

arrived at between the parties. The order specifically records that the

Operational Debt had been settled and directed the Appellant therein to pay

the fee and expenses of the IRP. Counsel for the Appellant submits that the

said Order assumes significance because the same records the settlement

terms under which Jaldhi expressly denied having received any freight

payment from the Respondent.

8. It is submitted that the Respondent, in its reply to the Statutory

Demand Notice issued by the Appellant, itself alleged that it had paid freight

charges to Jaldhi. Ld. Counsel for the Appellant submits that such a stand

itself amounts to an admission of liability under the IBC regime, because the

Respondent thereby admitted the existence of freight liability arising from

shipment of its cargo on the vessel arranged by the Appellant. The only

defence sought to be raised by the Respondent was that the amount had

allegedly been paid to Jaldhi.

9. It is his submission that the Ld. Adjudicating Authority in the

Impugned Judgment itself, has recorded a categorical finding that the

Respondent failed to produce any document from its bankers demonstrating

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Company Appeal (AT) (Ins.) No. 296 of 2026 payment of freight charges to Jaldhi. The Appellant submits that the

Respondent has not challenged this specific finding recorded by the

Adjudicating Authority and, therefore, the said finding has attained finality

against the Respondent. It is submitted that if the Respondent still seeks to

contend before this Appellate Tribunal that freight charges were in fact paid

to Jaldhi, then it is incumbent upon the Respondent to produce cogent

documentary evidence including banking records and income-tax returns to

substantiate such payment. In absence of such documents, the Respondent

cannot be permitted to continue making assertions contrary to the material

on record.

10. Ld. Counsel stated that the Adjudicating Authority has further held in

the Impugned Judgment that the Respondent had failed to place on record

any material to show that either the Respondent or the purchaser was

required to directly pay freight charges to Jaldhi bypassing the Appellant. The

Adjudicating Authority further recorded that the contractual arrangement

with Jaldhi existed only with the Appellant and not with the Respondent.

Counsel for the Appellant submits that these findings clearly establish that

the Appellant alone had chartered the vessel and was liable towards the ship

owner, whereas the Respondent remained liable to reimburse freight charges

corresponding to its cargo shipment.

11. It is submitted that since the Charter Party Agreement was executed

between Jaldhi and the Appellant, Jaldhi subsequently assigned the debt

owed by the Respondent to the Appellant under the Settlement Agreement

dated 02.02.2024. Counsel for the Appellant submits that such assignment Page 9 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 became necessary because the Respondent failed to pay freight charges either

to Jaldhi or to the Appellant.

12. It is submitted that the dismissal of the Section 9 Application by the

Adjudicating Authority on the grounds mentioned in the Impugned Judgment

is legally unsustainable and contrary to the record. Ld. Counsel thereafter

made his submissions regarding the findings of the Adjudicating Authority in

respect to three issues which were framed by the Adjudicating Authority.

13. The first finding of the Adjudicating Authority was that the Appellant

has not been able to establish the existence of operational debt and a

corresponding default on part of the Respondent within the meaning of

Section 9 of the Code. In response to the same, Ld. Counsel submits that the

Adjudicating Authority failed to appreciate the Respondent's own admissions

on record. The Respondent itself admitted that its cargo was transported on

the Vessel MV Sun Lucia which had been chartered by the Appellant.

Consequently, the Respondent was liable to pay freight charges corresponding

to its shipment. It is submitted that the Respondent further admitted the debt

by claiming in its reply to the Statutory Demand Notice that freight charges

had allegedly been paid to Jaldhi. The Appellant submits that once the liability

itself stood admitted, the Adjudicating Authority erred in holding that

operational debt and default were not established.

14. In its second finding the Adjudicating Authority noted that the

adjudication of Section 9 application would require the it to investigate the

disputed facts between the parties. Ld. Counsel submits that the aforesaid

Page 10 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 finding is also erroneous and contrary to the material available on record. He

submits that the Respondent Corporate Debtor itself admitted shipment of its

consignment on Vessel MV Sun Lucia and further admitted liability towards

freight charges arising from such shipment. Simultaneously, Jaldhi

categorically denied before this Appellate Tribunal that it had received any

freight charges from the Respondent, which denial stands recorded in the

Order dated 05.02.2024 passed by this Hon'ble Tribunal. In such

circumstances, there remained no disputed factual issue requiring

adjudication by the Adjudicating Authority. The only issue before the

Adjudicating Authority ought to have been whether the Respondent had

discharged its admitted freight liability either towards the vessel owner or

towards the Appellant who had chartered the vessel. Since no proof of

payment was produced by the Respondent, the Appellant submits that there

was no occasion for the Adjudicating Authority to dismiss the Section 9

Application on the ground that disputed facts required investigation.

15. Regarding the third finding of Ld. Adjudicating Authority relating to pre-

existing dispute between the parties, Ld. Counsel submits that this finding is

equally erroneous. It is submitted that there existed no dispute whatsoever

between the Appellant and the Respondent prior to issuance of the Statutory

Demand Notice. In fact, the Respondent itself had taken the stand before the

Adjudicating Authority that there was no direct contractual relationship or

privity between the Appellant and the Respondent. It is submitted that the

alleged dispute was raised for the first time only in reply to the Statutory

Page 11 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 Demand Notice issued by the Appellant. Consequently, such dispute cannot

be treated as a genuine pre-existing dispute within the meaning of the Code.

16. It is further submitted that during the course of hearing before this

Appellate Tribunal, counsel appearing for the Respondent attempted to

mislead the Tribunal by contending that the Respondent had already

discharged its freight liability by making payment to Jaldhi and that the

amount recovered by Jaldhi under the Settlement Agreement represented

liability of the Appellant alone. Counsel for the Appellant submits that such

submission is directly contrary to the Order dated 05.02.2024 passed by this

Appellate Tribunal, wherein the Settlement Agreement was recorded and

Jaldhi expressly denied receipt of any freight payment from the Respondent.

The Appellant submits that the said Order also records acknowledgment by

Jaldhi of receipt of USD 395,000 from the Appellant towards the balance

freight payable by the Respondent. According to the Appellant, this clearly

establishes that Jaldhi had received freight charges from the Appellant and

had thereafter assigned the Respondent's outstanding freight liability to the

Appellant for recovery.

17. Ld. Counsel submits that the Respondent relied upon various

documents filed by the Appellant in the present Appeal to contend that the

Respondent had discharged its liability to Jaldhi and that the payment made

by the Appellant pursuant to the Settlement Agreement represented only the

Appellant's independent liability. He submits that such contention is contrary

to the categorical statement made by Jaldhi before this Appellate Tribunal on

02.02.2024 that it had not received any payment from Tulip Polychem Pvt. Page 12 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 Ltd. The Appellant therefore submits that the Respondent cannot be

permitted to raise submissions contrary to the admitted and recorded position

before this Appellate Tribunal.

18. With regard to the contention of delay raised by the Respondent, Ld.

Counsel submits that the Adjudicating Authority has not recorded any finding

whatsoever on limitation or delay in the Impugned Order and, therefore, the

said contention falls outside the scope of the present Appeal. Without

prejudice to the aforesaid, counsel for the Appellant submits that the cause

of action against the Respondent arose from the Settlement Agreement dated

02.02.2024 executed between Jaldhi and the Appellant, whereby Jaldhi

categorically denied receipt of payment from the Respondent and assigned the

Respondent's debt to the Appellant so as to enable recovery of freight charges

from the Respondent.

19. Ld. Counsel submits that this Appellate Tribunal, in "Siti Networks

Limited v. Assets Care and Reconstruction Enterprises & Ors., Company

Appeal (AT) (INS) No. 1449 of 2022" decided on 13.12.2022, has already

held that under the IBC, assignment of debt by a Corporate Creditor is legally

permissible and that the Assignee steps into the shoes of the original

Corporate Creditor and is fully entitled to initiate CIRP proceedings against

the Corporate Debtor.

20. In light of the aforesaid facts and circumstances, Ld. Counsel submits

that the Adjudicating Authority committed grave error in dismissing the

Section 9 Application filed by the Appellant despite the categorical denial by

Page 13 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 Jaldhi that it had received any freight charges from the Respondent, which

fact already stands recorded by this Appellate Tribunal in its Order dated

05.02.2024. He submitted that by dismissing the Application, the

Adjudicating Authority has effectively disregarded the binding effect of the

Order passed by this Appellate Tribunal dated 05.02.2024. Concluding his

submissions, Ld. Counsel prays allowing the appeal and setting aside the

Impugned Order dated 19.12.2025.

Submissions of the Respondent

21. Ld. Counsel for the Respondent submitted that the present Appeal

arises from the order dated 19.12.2025 passed by the Adjudicating Authority,

in CP (IB) No. 277 of 2024, whereby the Section 9 Application filed by the

Appellant, RKB Global Limited, against the Respondent, Tulip Polychem Pvt.

Ltd., came to be dismissed. It was submitted that the dispute pertains to

freight charges relating to a single voyage of MV Sun Lucia under a Charter

Party dated 22.04.2019 executed between Jaldhi Overseas PTE LTD. ("Jaldhi")

and RKB Global Limited. The Respondent/Tulip Polychem Pvt. Ltd. was not a

party to the Charter Party.

22. He submits that under the said voyage, Tulip shipped approximately

27,017 WMT of iron ore to its customer BST (HK) Limited, while RKB shipped

approximately 27,500 WMT. Freight attributable to Tulip's cargo was already

paid in 2019 itself through BST (HK) Limited and Globechart. BST (HK)

Limited, by email dated 16.06.2019, informed Jaldhi that Globechart had paid

USD 470,000 on behalf of Tulip Polychem Pvt. Ltd. as freight. Globechart

Page 14 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 thereafter issued a declaration confirming payment of USD 470,575 towards

freight, demurrage and anchorage charges on behalf of Tulip.

23. It is further submitted that Jaldhi's own invoice dated 19.06.2019

raised upon RKB reflected total freight of USD 894,765.88 and specifically

recorded "less received USD 470,575", leaving a balance amount of USD

424,190.88 payable by RKB. Counsel submitted that this contemporaneous

invoice itself demonstrated that freight attributable to Tulip's cargo stood

discharged in 2019 and the remaining liability was treated by Jaldhi as

payable by RKB under the Charter Party.

24. Ld. Counsel submits that despite this position, the Appellant attempted

to shift its own contractual liability upon Tulip after insolvency proceedings

were initiated against Appellant by Jaldhi in CP No. 444/IBC/MB/2023. The

said petition was admitted on 24.01.2024, following which Appellant filed

Company Appeal (AT) (Ins.) No. 237 of 2024 before this Appellate Tribunal.

During pendency of the Appeal, Appellant and Jaldhi entered into a

Settlement Agreement dated 02.02.2024, under which Appellant agreed to

pay USD 395,000 to Jaldhi. This Appellate Tribunal thereafter set aside the

CIRP proceedings vide order dated 05.02.2024.

25. Ld. Counsel submits that only thereafter, on 06.02.2024, the Appellant

for the first time raised debit notes upon Tulip for freight and

demurrage/anchorage charges aggregating to Rs. 3,24,01,185/-, followed by

letter dated 23.03.2024 and demand notice dated 06.05.2024. Tulip replied

on 16.05.2024 clearly stating that freight and related charges had already

Page 15 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 been paid on its behalf through BST (HK) Limited and Globechart in 2019

itself.

26. He submits that the Respondent's case is supported by three

contemporaneous documents, namely: (i) the Globechart declaration

confirming payment of USD 470,575 on behalf of Tulip; (ii) the email dated

16.06.2019 from BST (HK) Limited stating that Globechart had paid USD

470,000 on behalf of Tulip as freight; and (iii) the invoice dated 19.06.2019

issued by Jaldhi showing deduction of USD 470,575 from the total freight

amount. These documents collectively establish that freight attributable to

Tulip's cargo stood discharged in 2019 itself.

27. Ld. Counsel further submits that the Appellant has alleged that the

email dated 16.06.2019 relied upon by Tulip was fabricated and that the

payment of USD 470,575 was actually made on behalf of the Appellant.

However, he submitted that these allegations themselves demonstrate

existence of a serious and substantial factual dispute.

28. It is his submission that the present dispute involves contested email

trails, disputed SWIFT remittances, clarificatory emails, ledger entries and

beneficiary details, all of which require detailed factual examination. The

Adjudicating Authority itself observed in paragraph 20.9(E) of the Impugned

Order that such disputed questions cannot be adjudicated within the

summary jurisdiction under Section 9 of the Code. Therefore, no crystallised

operational debt can be said to exist against the Respondent.

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Company Appeal (AT) (Ins.) No. 296 of 2026

29. Ld. Counsel further submits that from 2019 till 2023, the Appellant

never alleged that Tulip was liable for any freight amount. The alleged claim

was raised for the first time only after the Settlement Agreement dated

02.02.2024 was executed between Appellant and Jaldhi. The first assertion of

liability against Tulip appeared only through the debit notes dated

06.02.2024, the letter dated 23.03.2024 and the demand notice dated

06.05.2024. It is his submission that the Adjudicating Authority rightly

characterised the present proceedings as a mischievous and belated attempt

by the Appellant to shift its own liability arising out of the 2019 voyage after

settling its own dispute with Jaldhi.

30. Ld. Counsel submits that there exists no clear or crystallised

operational debt owed by Tulip. The contemporaneous invoice dated

19.06.2019 issued by Jaldhi itself deducted USD 470,575 as amount already

received and treated only USD 424,190.88 as payable by RKB. The

contemporaneous email correspondence of 2019, including the BST email

dated 16.06.2019 and the Globechart declaration, clearly show that the

payment was made on behalf of Tulip towards freight for its cargo.

31. He further submits that the Appellant is now attempting to shift this

already deducted amount upon Tulip only after entering into settlement with

Jaldhi on 02.02.2024. The Appellant's present case is based upon disputed

SWIFT remittances and ledger entries which neither clearly identify Jaldhi as

beneficiary nor properly align with the voyage timeline. These documents

cannot override the contemporaneous documents of 2019.

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Company Appeal (AT) (Ins.) No. 296 of 2026

32. It is submitted that the Adjudicating Authority rightly concluded that

the Appellant failed to establish existence of any clear and crystallised

operational debt and that Tulip had raised a substantial and genuine defence

which could not be treated as sham or illusory.

33. Ld. Counsel submits that Tulip, in its reply dated 16.05.2024 to the

demand notice, clearly asserted that freight and related charges had already

been paid to Jaldhi through BST/Globechart on Tulip's behalf. In response,

the Appellant merely alleged fabrication of the email dated 16.06.2019 and

relied upon rival email chains, clarificatory emails and internally generated

SWIFT and ledger entries to contend otherwise.

34. He further submits that these rival factual assertions create a serious

and fact-intensive dispute requiring forensic examination of electronic and

banking evidence, which falls completely outside the limited scope of Section

9 proceedings. Counsel relied upon the judgments of the Hon'ble Supreme

Court in "Mobilox Innovations Pvt. Ltd. v. Kirusa Software Pvt. Ltd.,

(2018) 1 SCC 353", "Kay Bouvet Engg. Ltd. v. Overseas Infrastructure

Alliance (India) Pvt. Ltd. (2021) 10 SCC 483" and "Transmission

Corporation of A.P. Ltd. v. Equipment Conductors and Cables Ltd. (2019)

12 SCC 697" to submit that where genuine disputes exist, the Insolvency

and Bankruptcy Code cannot be used as a debt recovery mechanism and a

Section 9 application must be rejected.

Page 18 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 ANALYSIS AND FINDINGS

35. We have gone through the records of the case including the written

submissions of the parties and heard the Counsel in details.

36. The principal issue which arises for consideration in the present Appeal

is whether the Appellant has been able to establish the existence of a clear

and undisputed operational debt and default against the Respondent under

Section 9 of the Code.

37. At the outset, it is necessary to examine the nature of the transaction

between the parties and the sequence of events which ultimately led to filing

of the present proceedings. The material placed on record shows that the

Appellant had entered into a Charter Party Agreement dated 22.04.2019 with

Jaldhi Overseas Pte. Ltd. for chartering Vessel MV Sun Lucia for

transportation of iron ore cargo from Redi Port in India to Rizhoa Port in

China. The Appellant transported approximately 27,500 WMT of iron ore

through the said vessel, whereas the Respondent transported approximately

27,017 WMT cargo through the same voyage.

38. The case of the Appellant is that since the Charter Party Agreement

stood executed between the Appellant and Jaldhi, the entire freight liability

initially rested upon the Appellant, and the Respondent was liable to

reimburse the freight attributable to its cargo. The Appellant has further

contended that Jaldhi raised invoices upon the Appellant for the freight

charges and that the Appellant subsequently settled the liability with Jaldhi,

including the portion attributable to the Respondent's cargo.

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Company Appeal (AT) (Ins.) No. 296 of 2026

39. However, when the documents placed on record are examined in detail,

it becomes evident that the controversy between the parties is not a

straightforward case of admitted operational debt. Rather, the dispute

revolves around the core factual question as to whether the freight

attributable to the Respondent's cargo had already been discharged in the

year 2019 itself through BST (HK) Limited and Globechart, or whether such

liability ultimately remained unpaid and was later settled by the Appellant.

40. The Respondent has relied upon contemporaneous documents of the

year 2019 to contend that freight charges attributable to its cargo had already

been paid on its behalf. One such document is the email dated 16.06.2019

sent by BST wherein it was specifically stated that Globechart had paid USD

470,000 "on behalf of Tulip Polychem Pvt. Ltd. as freight." The Respondent

has pointed out that this email was marked to representatives of Jaldhi and

that the contents of the email were never disputed at the relevant point of

time. The Respondent has also relied upon a declaration issued by Globechart

wherein it was stated that payment of USD 470,575 had been made to Jaldhi

on authorization of Tulip Polychem Pvt. Ltd. towards freight, demurrage and

anchorage costs for cargo shipped by the Respondent.

41. Both the Appellant and Respondent have relied upon the Invoice dated

19.06.2019 issued, by Jaldhi the same is extracted below:-

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Company Appeal (AT) (Ins.) No. 296 of 2026 Page 21 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026

42. The aforesaid Invoice records total freight of USD 894,765.88 and

simultaneously reflects deduction of USD 470,575 under the heading "less

received", leaving the balance amount payable by RKB Global Limited. The

Respondent has relied upon this document to contend that the deduction

corresponded to the payment already made on behalf of the Respondent and

the same has been confirmed to the Jaldhi vide the email dated 16.06.2019

sent by BST wherein it was specifically stated that Globechart had paid USD

470,000 "on behalf of Tulip Polychem Pvt. Ltd. as freight.

43. At the same time, the Appellant has disputed the above interpretation

entirely. According to the Appellant, the amount of USD 470,575 reflected as

"less received" in the Invoice was not payment made on behalf of the

Respondent, but rather payment made on behalf of the Appellant itself

through BST/Globechart owing to prior commercial arrangements between

those entities. The Appellant has also alleged that the email relied upon by

the Respondent is fabricated and contrary to the genuine chain of

communications between the parties.

44. Thus, at this stage itself, it becomes apparent that the dispute between

the parties is founded upon rival interpretations of commercial transactions,

disputed communications, disputed remittance details and disputed

accounting treatment of payments allegedly made in the year 2019. The

controversy is not confined merely to computation of liability but extends to

the very existence of liability itself.

45. Further records show that a proceeding were initiated by Jaldhi

Overseas Pte. Ltd. against the Appellant before the NCLT Mumbai in relation Page 22 of 28

Company Appeal (AT) (Ins.) No. 296 of 2026 to outstanding freight liability under the Charter Party Agreement. Those

proceedings ultimately led to a Settlement Agreement dated 02.02.2024

between the Appellant and Jaldhi during pendency of Company Appeal (AT)

(Ins.) No. 237 of 2024 before this Appellate Tribunal.

46. In Clause 7 of the said Settlement Agreement, Jaldhi stated that it had

not received payment from Tulip Polychem Pvt. Ltd. under the Charter Party

and that the Appellant would be at liberty to recover freight, demurrage and

anchorage charges from the Respondent. The Appellant has treated this

clause as conclusive proof of the Respondent's liability.

47. When the matter is examined carefully, it becomes clear that the

Settlement Agreement itself cannot conclusively determine the liability of the

Respondent under Section 9 proceedings. Firstly, we note that the

Respondent was not a party to the Settlement Agreement. Secondly, the

Settlement Agreement was executed nearly five years after the original

transaction of 2019. Thirdly, even after execution of the Settlement

Agreement, the rival parties continue to dispute the nature and purpose of

the payments reflected in the records of 2019.

48. The Respondent has specifically contended that the Appellant raised

debit notes and claims against the Respondent only after settlement of

proceedings with Jaldhi in the year 2024. The Respondent has therefore

alleged that the present claim is itself disputed and arose only after the

Appellant settled its own liability with Jaldhi.

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Company Appeal (AT) (Ins.) No. 296 of 2026

49. These circumstances show that the dispute between the parties was not

created artificially as a mere defence to the Section 9 proceedings. The

material on record demonstrates that the controversy relates to the

underlying transaction itself and existed much prior to issuance of the

demand notice.

50. The Appellant has also argued that the Respondent admitted liability

by stating in its reply to the demand notice that freight charges had been paid

to Jaldhi. However, the Respondent's stand throughout has been that the

freight liability stood discharged in 2019 itself through BST/Globechart on its

behalf. Such a defence cannot be treated as admission of a subsisting

operational debt. Rather, it reinforces the existence of a dispute regarding

whether any amount remained payable at all.

51. The Appellant has relied upon the judgment of this Appellate Tribunal

in "Siti Networks Limited v. Assets Care & Reconstruction Enterprises

Ltd. & Ors., Company Appeal (AT) (Insolvency) No. 1449 of 2022",

decided on 13.12.2022, to contend that an assignee of debt can initiate CIRP

proceedings under the IBC. There is no dispute regarding the legal proposition

laid down in the said judgment.

52. In the present matter, the core issue is not merely assignment of debt,

but whether any undisputed and crystallized operational debt existed against

the Respondent at all. The Respondent has consistently disputed its liability

and has relied upon contemporaneous documents of 2019 to contend that

freight charges had already been paid on its behalf through BST/Globechart.

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Company Appeal (AT) (Ins.) No. 296 of 2026 Further, the alleged assignment arises only from the Settlement Agreement

dated 02.02.2024 between the Appellant and Jaldhi, to which the Respondent

was not a party. Thus, unlike Siti Networks, the present case involves serious

disputed questions regarding the very existence of debt itself. Therefore, the

said judgment does not assist the Appellant in the facts of the present case.

53. The Learned Adjudicating Authority has taken note of the fact that

adjudication of the claim would require detailed examination of disputed

documents, emails, remittances, ledger accounts and communications

exchanged between several entities involved in the transaction, including

BST, Globechart and Jaldhi. The Learned NCLT also observed that the matter

involved complicated questions regarding the actual nature of the payments

and the person on whose behalf such payments were made.

54. In our considered view, the findings recorded by the Learned

Adjudicating Authority are fully borne out from the record. The present

dispute cannot be decided merely on the basis of isolated clauses or selective

documents relied upon by either party. Determination of liability would

necessarily require detailed evidentiary examination and adjudication of

disputed facts, which falls outside the limited and summary jurisdiction

exercised under Section 9 of the IBC.

55. The IBC is not intended to be used as a substitute for recovery

proceedings in matters involving seriously disputed contractual claims. Once

the material placed on record discloses existence of a genuine dispute

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Company Appeal (AT) (Ins.) No. 296 of 2026 requiring detailed investigation, the Adjudicating Authority is required to

reject the Section 9 Application.

56. The Respondent has relied on several judgments in support of his

submissions. He has cited the judgment of Hon'ble Supreme Court in

"Mobilox Innovations Private Limited v. Kirusa Software Private

Limited, (2018) 1 SCC 353", which explains the scope of enquiry under

Section 9 of the Code and held that where the Corporate Debtor raises a

plausible contention requiring further investigation, and the dispute is not

spurious, hypothetical or illusory, the Adjudicating Authority must reject the

Section 9 Application. The Hon'ble Supreme Court clarified that the IBC is not

intended to decide disputed contractual claims requiring detailed

adjudication. In the present case, the Respondent has relied upon

contemporaneous documents including emails, declarations and invoices of

the year 2019 to contend that freight charges attributable to its cargo had

already been paid through BST/Globechart. At the same time, the Appellant

disputes the authenticity and interpretation of those documents. Thus, the

dispute raised between the parties clearly requires detailed examination of

facts and evidence, which cannot be undertaken in summary proceedings

under Section 9 of the IBC.

57. Further the Hon'ble Supreme Court in "Kay Bouvet Engineering Ltd.

v. Overseas Infrastructure Alliance (India) Private Limited, (2021) 10

SCC 483", reiterated that insolvency proceedings cannot be used as a

substitute for recovery proceedings in cases involving disputed claims. The

Court observed that where complicated questions of fact arise requiring

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Company Appeal (AT) (Ins.) No. 296 of 2026 examination of evidence, the remedy under the IBC is not appropriate. In the

present matter, the controversy involves disputed remittances, disputed email

trails, rival interpretations of commercial records and conflicting stands

regarding the actual nature of freight payments allegedly made in 2019. Such

disputed issues necessarily require adjudication before a competent forum

after detailed evidence is led by the parties.

58. Likewise, Hon'ble Supreme Court in "Transmission Corporation of

Andhra Pradesh Limited v. Equipment Conductors and Cables Limited,

(2019) 12 SCC 697", emphasized that admission of an insolvency application

is not automatic merely because a claim of default is asserted. The

Adjudicating Authority must examine whether a real dispute exists between

the parties. In the present case, the Respondent has consistently maintained

that no subsisting liability exists since freight attributable to its cargo had

already been discharged through BST/Globechart. The material placed on

record therefore demonstrates existence of serious disputed questions of fact,

rightly noticed by the Learned NCLT while dismissing the Section 9

Application.

59. In the present case, the defence raised by the Respondent cannot be

said to be a sham or illusory defence unsupported by documents. On the

contrary, the Respondent has relied upon contemporaneous emails,

declarations and invoices of the year 2019 itself to support its stand that

freight attributable to its cargo had already been paid. Whether those

documents ultimately establish payment or not is a matter requiring

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Company Appeal (AT) (Ins.) No. 296 of 2026 adjudication before a competent forum after detailed evidence is led by the

parties. Such exercise cannot be undertaken in insolvency proceedings.

60. After considering the entire factual matrix, the chronology of events, the

contemporaneous documents placed on record, we are satisfied that the

Learned Adjudicating Authority correctly held that the present matter

involved serious disputed questions of fact and that the Appellant failed to

establish existence of a clear and undisputed operational debt and default

against the Respondent.

61. In view of the findings above, we do not find any infirmity in the

impugned order. Appeal is accordingly dismissed. Pending IA's, if any, are

closed. No order as to costs.

[Justice Ashok Bhushan) Chairperson

[Mr. Indevar Pandey] Member (Technical) Place: New Delhi

Harleen/ Pragya (LRA)

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Company Appeal (AT) (Ins.) No. 296 of 2026