# Metamorphosis Trading LLP vs. Kumar Motors Private Limited

> NCLAT judgment dated 2026-07-01. Citation: TCN-2026-NCLAT-00240. Metamorphosis Trading LLP (Appellant) is the assignee of Innoventive Industries Ltd.…

- **Court:** NCLAT
- **Order date:** 1 Jul 2026
- **Citation:** TCN-2026-NCLAT-00240
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/metamorphosis-trading-llp-vs-kumar-motors-private-limited-5a9of

## Summary

### Background

Metamorphosis Trading LLP (Appellant) is the assignee of Innoventive Industries Ltd. Innoventive Industries Ltd. had invested Rs. 8.70 crores in Kumar Motors Private Limited (Corporate Debtor) through a Subscription and Shareholders Agreement (SSA) in 2011, aiming to acquire majority shareholding and control. Due to non-compliance with SSA obligations by Innoventive and non-allotment of shares, Innoventive sought repayment, eventually leading to winding-up proceedings against Kumar Motors. After Innoventive's liquidation, Metamorphosis acquired its rights and filed a Section 7 IBC petition against Kumar Motors, which was dismissed by the NCLT, Mumbai Bench, on the grounds that the amount was not a "financial debt".

## Facts

The Corporate Debtor, Kumar Motors Private Limited, was incorporated on 10.02.2004 and is involved in the business of manufacturing, hiring, assembling, dealing, and trading of automobiles, motor vehicles, and water ski jets.

A Subscription and Shareholders Agreement (SSA) was entered on 06.09.2021 between Innoventive Industries Limited ("Investor"), Promoters (Mr. Rajeev Kumar Nair, Ms. Jyothi Rajeev Nair, Ms. Vijaya Nair, Ms. Renu Nair, Shreyas Constructions Private Limited), and Kumar Motors Private Limited ("Company").

Between 08.09.2011 and 09.05.2012, Innoventive Industries Ltd. paid a sum of Rs. 8,70,03,374/- to the Corporate Debtor, out of which Rs. 1 crore was initially taken back on 11.01.2012 but re-provided within 12 days.

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## Issues and analysis

### Issue 1: Whether the amount received by the Respondent-Corporate Debtor under the Subscription and …

**Ratio:** An amount advanced for the purchase of equity shares or as share application money, where

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**Reasoning:** The SSA clearly indicates Innoventive Industries Ltd. (predecessor of Appellant) intended

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**Interpretation:** The term "financial debt" under IBC Section 5(8) requires a disbursal

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**Application:** The amount advanced by Innoventive Industries Ltd. (and subsequently assigned

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## Parties

- **Judges:** Ajai Das Mehrotra…; Mohammad Faiz…
- **Appellants:** Metamorphosis…
- **Respondents:** Kumar Motors…
- **Other parties:** Innoventive…; Dhinal…; +5 more
- **Advocates:** Shikhil…; Aastha…; +6 more

## Timeline

- **2004-02-10 — Incorporation of…**: Kumar Motors Private Limited…
- **2011-09-06 — Subscription and Shareholders Agreement (SSA)…**: SSA was signed between Innoventive Industries Limited, Promoters, and Kumar Motors…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 5(7) — Definitions](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-5)

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