# In the matter of Sadbhav Infrastructure
Project Limited

> NCLT judgment dated 2023-09-25. Citation: TCN-2023-NCLT-01498. HCC Infrastructure Company Limited (formerly HCC Concessions Ltd.) filed an application under…

- **Court:** NCLT
- **Order date:** 25 Sept 2023
- **Citation:** TCN-2023-NCLT-01498
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/sadbhav-infrastructure-project-limited-5d08ddf1

## Summary

### Background

HCC Infrastructure Company Limited (formerly HCC Concessions Ltd.) filed an application under Section 9 of the Insolvency and Bankruptcy Code, 2016, seeking to initiate the Corporate Insolvency Resolution Process (CIRP) against Sadbhav Infrastructure Project Limited for defaulting on a payment of Rs. 21,64,59,327. The claim arose from a Restated Share Purchase Agreement (RSPA) where HCC transferred ownership of Dhule Palesner Tollway Limited (DPTL) to Sadbhav. The agreement stipulated that 60% of any amount received by DPTL from the National Highways Authority of India (NHAI) related to a dispute would be paid to HCC. NHAI paid DPTL, but Sadbhav allegedly failed to remit the agreed-upon amount to HCC.

## Facts

HCC Infrastructure Company Limited (formerly HCC Concessions Ltd.) and Sadbhav Infrastructure Project Limited entered into a Restated Share Purchase Agreement (RSPA) on 28.10.2015 (amended on 07.10.2019). Under the RSPA, HCC transferred control and ownership of Dhule Palesner Tollway Limited (DPTL) to Sadbhav. HCC held 60% of the issued and paid-up capital in DPTL. Sadbhav paid Rs. 28 Crores as part consideration, with the remaining amount contingent on future receipts from the National Highways Authority of India (NHAI) related to an ongoing dispute. Clause 7.1 of the RSPA stipulated that 60% of any amount received by DPTL from NHAI would be paid to HCC. NHAI and DPTL entered into a settlement agreement on 27.10.2020, with NHAI agreeing to pay Rs. 43,95,14,565 to

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## Issues and analysis

### Issue 1: Whether the debt claimed by HCC Infrastructure Company Limited constitutes an 'operational debt' …

**Ratio:** The definition of 'operational debt' under Section 5(21) of the IBC includes claims

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**Reasoning:** The Adjudicating Authority considered the definitions of 'operational debt' and 'goods'

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**Interpretation:** The interpretation of 'operational debt' extends to transactions involving the

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**Application:** In this case, the debt arose from the transfer of shares of DPTL from HCC to

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## Parties

- **Judges:** SHAMMI…; SAMEER…
- **Appellants:** HCC Infrastructure…
- **Respondents:** Sadbhav Infrastruc…
- **Advocates:** Salil Th…; Naveen…; +1 more

## Timeline

- **2015-10-28 — Restated Share Purchase…**: HCC and Sadbhav entered into a Restated Share Purchase Agreement (RSPA) for the transfer…
- **2019-10-07 — Amendment t…**: The Restated Share Purchase…

## 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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