Svaryu Energy Limited vs Gemscab Industries Limited & Ors.

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI

(APPELLATE JURISDICTION)

COMPANY APPEAL (AT) (CH) (Ins) No.144/2026
(IA Nos.439, 440, 441 & 442/2026)

In the matter of:
M/s. Svaryu Energy Ltd.
CIN-U40100MH2008PLC38187
Rep by its Authorised Signatory /
Assistant Vice President – Finance Mr. Divya Kapadia
th
Current Regd Address at: Unit No.2916 to 2918, 29 Floor,
A Wing, Marathon Futurex, Mafatlal Mills Compound,
N.M. Joshi Marg, Lower Parel, Mumbai – 400 013. …Appellant

V

M/s. Gemscab Industries Ltd.
Regd Address at: 519, Laxmi Plaza, Laxmi Industries
Estate New Link Road,
Andheri-west, Mumbai – 400 053.

Mr. Mahesh Lakshmanadas
(Interim Resolution Professional of
M/s. Svaryu Energy Limited)
Registration No.IPA-001/IP-P01734/2019-2020/12654,
Salem, Chennai. ...Respondents

Present :

For Appellant : Mr. Sharang Dhulia, Mr. Cheta Jadon & Mr. Chiron
Singhi, Advocates

For Respondents : Mr. Syed Afridi, Advocate for R1
Mr. Akash Balagee, Advocate for R2


ORDER

(Hybrid Mode)
17.03.2026:
The Appellant, who happens to be the Corporate Debtor in the
proceedings of CP(IB) No.88/2024, puts a challenge to the impugned order
dated 24.02.2026, that has been rendered by the Learned NCLT, Chennai

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 1 of 9

Bench-II. Consequently, it has resulted into admission of the Section 9
application, that was initiated at the behest of Respondent No.1. In those
proceedings, Mr. Mahesh Lakshmanadas was appointed as IRP of the
Corporate Debtor. When the proceedings of the Company Appeal, were
being taken up today, the parties to the proceedings, through their counsel,
had made a statement that an understanding has been arrived at between the
parties, wherein based on the terms and conditions as entered into the
Memorandum of Understanding, the Respondent/Petitioner of the Company
Petition, had expressed its willingness to withdraw the Company Petition,
being CP(IB) No.88/204, which was instituted before the NCLT, Chennai
Bench-II. The respective counsels for the parties had made a statement at
bar supporting the terms and conditions mentioned in the Memorandum of
Understanding dated 13.03.2026, wherein the Applicant to the proceeding
under Section 9 of the Code, had made a statement that they intend to
withdraw the Company Petition itself.
2. If that be the situation, where the Applicant to the Section 9
application i.e., Respondent No.1 herein i.e., Gemscab Industries Limited,
has expressed its willingness to withdraw the Company Petition, subject to
the conditions mentioned therein. In fact, nothing would survive as of now
for the Appellant/Corporate Debtor, to put a challenge to the impugned order
of 24.02.2026, resulting into the initiation of the CIRP, as against the
Appellant. The terms of the said settlement are being extracted herein to be
made as part of the order: -

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 2 of 9

“UNDERTAKING AND NO OBJECTION LETTER
ISSUED BY M/S GEMSCAB INDUSTRIES LIMITED
CONFIRMING FULL AND FINAL SETTLEMENT WITH
M/S SVARYU ENERGY LIMITED
th
Dated: March 13 2016
To
M/S SVARYU ENERGY LIMITED
CIN: U40100MH2008PLC438187
Regd Address at Marathon Futurex, 29th Floor,
Unit No. 2916 to 2918 A Wing, Mafatial Mills Compound
N. M. Joshi Marg,
Lower Parel Mumbai – 400 013 Maharashtra, India.

Subject: Undertaking and No Objection in respect of
withdrawal of Company Petition (IB) No. 88 of 2024 pending
before the Hon'ble National Company Law Tribunal,
Chennai Bench-II
Dear Sir.
We, M/s Gemscab Industries Limited, CIN:
U74899DL1994PLC062461 a company incorporated under
the Companies Act, 1956 and having its Registered office at
th
704-707, 7 Floor, Vikrant Tower, 4, Rajendra Place, New
Delhi – 110008, hereby issue the Undertaking and No
Objection Letter in connection with the full and final settlement
of the total outstanding dues payable by M/s. Svaryu Energy
Limited arising out of the supply of goods against various
invoices raised during the year 2023.
Further as agreed that;
1. That in January 2023, the Second Party approached the First
Party for the purchase of Cables and, pursuant to mutual
discussions, issued Purchase Orders dated 25.01.2023
aggregating to Rs. 2,34,12,054/-. In furtherance thereof, the

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 3 of 9

First Party duly manufactured and supplied the said
products in accordance with the agreed terms. Against the
said amount, the Second Party made a part payment of
Rs. 24,58,872/- on 17.06.2023, while the remaining amount
continued to remain due and payable. The parties have now
mutually agreed to settle the accounts with M/s Svaryu
Energy Limited for a total sum of Rs. 1,80,00,000/- (Rupees
One Crore Eighty Lakhs Only) towards full and final
settlement of the outstanding dues between them.
2. We hereby confirm that M/s Gemscab Industries Limited has
received a sum of Rs. 1,30,00,000/- (Rupees One Crore
Thirty Lakhs Only) on 13 March 2026 through RTGS from
M/s Svaryu Energy Limited towards part payment of the
settlement amount.
3. We further confirm that for the balance amount of
Rs. 50,00,000/- (Rupees Fifty Lakhs Only), we have received
post-dated cheques from M/s Svaryu Energy Limited, the
details of which are mentioned in the table below.
Sr.
No.
Date of Payment Amount (in Rs.) Cheque Details/Transaction
Details
th
a) On 13 March 2026 1,30,00,000=00 RTGS vide UTR:
UBINR22026031301288193
th
b) On 18 March 2026 20,00,000=00 Chq no: 239114
Bank: Union Bank of
India Nariman Point
Mumbai
th
c) On 13 April 2026 15,00,000=00 Chq no: 239111
Bank: Union Bank of
India Nariman Point
Mumbai
th
d) On 05 May 2026 15,00,000=00 Chq no: 239112
Bank: Union Bank of
India Nariman Point
Mumbai
Total Amount Rs. 1,80,00,000/-

4. It is stated that M/s Gemscab Industries Limited had filed
Company Petition (IB) No. 88 of 2024 under Section 9 of the
Insolvency and Bankruptcy Code, 2016 before the Hon'ble

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 4 of 9

National Company Law Tribunal, Chennai Bench-II,
seeking initiation of the Corporate Insolvency Resolution
Process against M/s Svaryu Energy Limited for recovery of
the operational debt arising out of the aforesaid
transactions.
5. In view of the settlement arrived at between the parties and
the payment received, M/s Gemscab Industries Limited
hereby records its No Objection to the settlement and
undertakes that it shall take necessary steps to withdraw the
aforesaid Company Petition (IB) No. 88 of 2024 pending
before the Hon'ble National Company Law Tribunal,
Chennai Bench-II, by filing an appropriate Interlocutory
Application, affidavit, consent memo, or such other
application as may be required before the Hon'ble Tribunal.
6. It is further confirmed that the settlement between the parties
has been arrived at voluntarily and amicably, without any
coercion or undue influence, in order to resolve the disputes
between the parties.
7. This Undertaking and No Objection Letter is issued to
M/s Svaryu Energy Limited voluntarily and without any
coercion, undue influence, or misrepresentation. We hereby
confirm and declare that, upon receipt and realization of the
full settlement amount of Rs. 1,80,00,000/- (Rupees One
Crore Eighty Lakhs Only) as agreed terms, all disputes,
claims, or differences of whatsoever nature between
M/s Gemscab Industries Limited and M/s Svaryu Energy
Limited arising out of the aforesaid transactions shall stand
fully and finally resolved, and no further claim shall remain
or be raised against M/s Svaryu Energy Limited. This
Undertaking and No Objection Letter shall be binding upon
M/s Gemscab Industries Limited and may be produced
before the Hon'ble National Company Law Tribunal,

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 5 of 9

financial institutions, lenders, or any other competent
authority, as and when required, without prejudice to our
rights in the event of non-compliance with the agreed
payment schedule

For M/s Gemscab Industries Limited
Through its Managing Director

(Shashi Kant Gupta)
Dated 13-03-2026
Place: New Delhi.”

3. When the matter was being taken up, Mr. Venkata Sivakumar, had
participated in the proceedings, though not being a party in Company
Petition or in Company Appeal, contending thereof that they became a
necessary party to be heard even if the Company Appeal is being decided on
the basis of the Memorandum of Understanding arrived at between the
parties on 13.03.2026. When the Company Appeal was instituted before this
Appellate Tribunal on 10.03.2026 till it was taken up today, there is nothing
on record that has been placed before us by way of any application filed by
Mr. Venkata Sivakumar representing his client, seeking to be impleaded as
a Respondent to the Company Petition. If the Company Petition itself is
taken into consideration, that was preferred by the Respondent herein in the
shape of Form 5, which has been contemplated under Rule 6, the parties
described therein were as under: -
“SUBJECT: Application to Initiate corporate insolvency
resolution process in the matter of M/s BGR Energy System
Limited UNDER THE Insolvency and Bankruptcy code 2016.

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 6 of 9

M/s. Gemscab Industries Limited,
Rep. By its Director
Mr. Shashi Kant Gupta,
519, Laxmi Plaza, Laxmi Industrial estate,
New Link Road, Andheri-west,
Mumbal – 400 053. ...Applicants / Operational Creditor
Versus
M/s. Svaryu Energy Limited,
(Formerly known as Refex Energy Ltd)
Rep. by its Director and Authorised Signatory,
Having Registered office at:
th
11 Floor, Bascon Futura IT Park,
10/2, Venkat Narayana Road,
T. Nagar, Chennai -TN- 600 017.

Having Branch office at
C/o. Famous Working Company,
st
FWC Reception, 1 Floor,
Famous Studios, 20 Dr. E Moses road, Mahalaxmi,
Mumbai – 400 011.
... Respondent/ Corporate Debtor”
4. Meaning thereby, if the original application preferred under Section
9 of the Code, as filed on 10.01.2024, the so-called applicant who claims
himself to be impleaded as a party petitioner to the application has not been
a party to the proceedings before the Learned NCLT nor had sought his
impleadment, and hence they don’t become the necessary party to be
impleaded herein in the instant Company Appeal at the first instance. When
they are not party to the proceedings before the Learned Tribunal.
5. And more particularly, when the Applicant to the Section 9
application, himself has filed a Memorandum of Understanding dated

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 7 of 9

13.03.2026. When the Applicant to Section 9 application itself has sought a
withdrawal of his Company Petition, the so-called Applicant M/s. Ishaan
Solar Power Limited, represented through Mr. Venkata Sivakumar, cannot
seek himself to be impleaded as a party more particularly when the
Respondent No.1 i.e., M/s. Gemscab Industries Limited, is the master of its
own proceedings of the Company Petition and once it has sought to withdraw
the proceedings, no third party can have any say or grievance for the prayer
to seek himself to be impleaded as a petitioner in the petition. For the reason
being that, under the principle of Dominus Litus, the Applicant, who is the
master to the proceedings, and nobody else can impose upon itself or himself
to be impleaded, particularly when the Applicant himself has sought of the
withdrawal of the application filed by the Respondent under Section 9 of the
Code.
6. Mr. Venkata Sivakumar, who appeared on behalf of M/s. Ishaan
Solar Power Limited submitted that he has already filed an impleadment
application, upon passing of the orders when we had enquired from the
Registry, neither any such application has been e-filed before this Tribunal,
nor has been physically filed, nor the same has been numbered. Hence, mere
oral assertions and objections raised by Mr. Venkata Sivakumar, and that
too, to the closure of this Company Appeal on the basis of the settlement
resulting into withdrawal of the Company Petition, as withdrawal of
Company Petition, that itself takes away the very purpose of the impugned
order dated 24.02.2026, the Company Appeal would stand closed in terms

Company Appeal (AT) (CH) (Ins) No.144/2026 Page 8 of 9

of the Memorandum of Understanding dated 13.03.2026, whereby the
Company Petition has been dismissed as withdrawn.
7. In that eventuality, the impugned order dated 24.02.2026 loses its
significance, and it is not required to be ventured into on the merits of the
matter. The Comp App (AT) (CH) (Ins) No.144/2026 is accordingly
dismissed as withdrawn.


[Justice Sharad Kumar Sharma]
Member (Judicial)


[Indevar Pandey]
Member (Technical)

VG/MS/AK

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