# In the matter of TAQA India Power Ventures Private Limited IBA-820-2019

> NCLT judgment dated 2021-08-06. Citation: TCN-2021-NCLT-01422. NCC Infrastructure Holdings Limited (“NCCIHL”), filed an application under Section 9 of the…

- **Court:** NCLT
- **Order date:** 6 Aug 2021
- **Citation:** TCN-2021-NCLT-01422
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-chandigarh/taqa-india-power-ventures-private-limited-iba-820-2019-5e3dca9d

## Summary

### Background

NCC Infrastructure Holdings Limited (“NCCIHL”), filed an application under Section 9 of the Insolvency & Bankruptcy Code, 2016 (IBC, 2016) against TAQA India Power Ventures Private Limited, the Corporate Debtor. The application was based on an alleged operational debt arising from a Securities Purchase Agreement (SPA) dated 19.09.2012, related to the acquisition of shares in Himachal Sorang Power Limited (HSPL). Disputes arose regarding the payment of Rs.9 crore, which NCCIHL claimed was due from TAQA India. Arbitration proceedings were initiated, and an award was passed, but disputes persisted regarding the enforceability of the award and the existence of a pre-existing dispute.

## Facts

NCC Infrastructure Holdings Limited (NCCIHL) filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 (IBC) against TAQA India Power Ventures Private Limited. The dispute stems from a Securities Purchase Agreement (SPA) dated 19.09.2012, where TAQA India was to acquire shares of Himachal Sorang Power Limited (HSPL). HSPL was initially set up as a Special Purpose Vehicle (SPV) for a hydro-electric project. NCC Infrastructure Holdings Limited held 94.92% shares in HSPL. TAQA India agreed to purchase the shares in two tranches. Disputes arose regarding the payment of Rs. 9 crore, which NCCIHL claimed was due. TAQA India withheld the amount, citing breaches by NCCIHL. Arbitration proceedings were initiated, resulting in an award. NCCIHL issued a

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## Issues and analysis

### Issue 1: Whether the 'debt' of the Petitioner qualifies to be an 'operational debt' in terms of Section …

**Ratio:** Section 5(21) of the IBC defines 'operational debt' as a claim in respect of the

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**Reasoning:** The NCLT reasoned that the term 'goods' cannot be interpreted independently of the term

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**Interpretation:** The NCLT interpreted Section 5(21) of the IBC and Section 2(7) of the Sale of

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**Application:** The NCLT applied this interpretation to the facts, noting that the Corporate

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## Parties

- **Judges:** R. Sucha…; Anil Ku…
- **Appellants:** NCC Infrastructure…
- **Respondents:** TAQA India Power…

## Timeline

- **2012-09-19 — Securities Purchase…**: SPA was entered into between the parties for the acquisition of shares in Himachal Sorang…
- **2014-12-31 — Arbitration Proceedings…**: Arbitration proceedings were invoked jointly by the Corporate Debtor and HSPL against the…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 5(21) — Definitions](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-5)

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