01Facts
Delhi Metro Rail Corporation (DMRC/Appellant) entered into a Concession Agreement with M/s Pratibha Industries Ltd. (PIL) in 2010, later assigned to M/s Prime Infrapark Pvt. Ltd. (PIPL/Corporate Debtor), for a multi-level parking project
¶ 1(i)Due to non-payment of dues, DMRC terminated the agreement on 01.09.2017 and took possession of the facility on 02.09.2017
¶ 1(ii)Nearly five years later, on 12.08.2022, Corporate Insolvency Resolution Process (CIRP) commenced against the Corporate Debtor
¶ 1(iv)The Successful Resolution Applicant (SRA/Respondent No. 1) submitted a resolution plan, approved on 30.07.2024, which contemplated that DMRC would revive the terminated agreement
¶ 1(v)The SRA filed I.A. No. 2851 of 2025 seeking directions for revival. The Adjudicating Authority (NCLT), via order dated 11.09.2025, directed both DMRC and SRA to take steps in terms of the approved Resolution Plan for its effective implementation
¶ 1202Issues
i.1. Whether the Adjudicating Authority has the jurisdiction to direct a third party to revive a Concession Agreement that was terminated prior to the initiation of CIRP
¶ 3ii.2. Whether a party who did not participate in the CIRP and is not a stakeholder can be bound by a Resolution Plan to reinstate a terminated contract
¶ 303Law Applied
The court relied on the principle that contracts terminated prior to the commencement of CIRP cannot be subject to the resolution process under the Insolvency and Bankruptcy Code, 2016.
It specifically cited Tata Consultancy Services Ltd. v. Vishal Ghisulal Jain (2022) 2 SCC 583, which limits the NCLT’s jurisdiction to interfere with contracts terminated independently of the insolvency proceedings
¶ 10Furthermore, the court applied the principle that the Adjudicating Authority cannot issue directions touching upon a terminated agreement to a party who was not a stakeholder in the CIRP
¶ 1304Reasoning
The NCLAT observed that the Concession Agreement was terminated on 01.09.2017, while CIRP only began on 12.08.2022
¶ 11Since the termination occurred much earlier and was not a result of the insolvency itself, the agreement could not be considered part of the Corporate Debtor's estate during CIRP.
The court found that DMRC, having not participated in the CIRP, was not a "stakeholder" in the sense required to be bound by a plan term necessitating the revival of a dead contract
¶ 3, 13The NCLAT noted that while the SRA’s resolution plan "contemplated" revival, the NCLT lacked the statutory power to force a third-party government entity to reinstate a contract it had legally terminated years prior
¶ 11However, the court acknowledged the Respondent's modified plea to merely seek conciliation/arbitration as per the original contract’s Clause 12
¶ 12-1305Holding
It held that neither the approval of the Resolution Plan nor the impugned order could be treated as a direction to DMRC to revive the Concession Agreement terminated in 2017
¶ 14(i)The court ruled that the Adjudicating Authority exceeded its jurisdiction in directing the implementation of plan terms that required such revival
¶ 13However, the court granted liberty to the parties to pursue conciliation or arbitration regarding their disputes, including the request for revival, in accordance with the law and the original agreement
¶ 14(ii)The appeal was disposed of with no order as to costs.
Original Court PDF
Delhi Metro Rail Corporation Ltd.vsConsortium Of M/S Crown Steels And M/S Sunrise Industries & Ors.
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