# EPC Constructions India Limited Through Its Liquidator - Abhijit Guhathakurta vs. M/s Matix Fertilizers And Chemicals Limited

> SC judgment dated 2025-10-28. Citation: TCN-2025-SC-00113. EPC Constructions India Limited (Appellant), through its liquidator, filed a Section 7 application…

- **Court:** SC
- **Order date:** 28 Oct 2025
- **Citation:** TCN-2025-SC-00113
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/supreme-court-of-india/epc-constructions-india-limited-through-its-liquidator-abhijit-guhathakurta-vs-m-9lafe

## Summary

### Background

EPC Constructions India Limited (Appellant), through its liquidator, filed a Section 7 application under the Insolvency and Bankruptcy Code, 2016 (IBC) against M/s Matix Fertilizers And Chemicals Limited (Respondent) for non-payment of INR 310 Crores, representing the redemption amount of Cumulative Redeemable Preference Shares (CRPS). These CRPS originated from the conversion of outstanding receivables from an engineering and construction contract between the parties. Both the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT) dismissed the application, holding that CRPS are in the nature of an investment, not a debt, and no liability arose as redemption was conditional on profits, which Matix did not have.

## Facts

EPC Constructions India Limited (formerly Essar Projects India Limited) entered into an engineering and construction contract with M/s Matix Fertilizers and Chemicals Limited on 11.12.2009 for the establishment of a fertilizer complex.

Under the contracts, a sum of INR 572.72 crores became due and payable by Matix to EPCC.

Matix requested EPCC on 27.07.2015 to convert outstanding amounts up to Rs. 400 crores into Non-Cumulative Redeemable Preference Shares (NCRPS).

EPCC's Board resolved on 30.07.2015 to convert a portion of the receivables into CRPS.

Matix's lenders had extended additional credit facilities provided Matix brought additional equity to achieve a Debt Equity Ratio (DER) of 2:1.

…

## Issues and analysis

### Issue 1: Whether the NCLT and NCLAT were justified in dismissing the application of the appellant under …

**Ratio:** Preference shares are part of a company's share capital and do not constitute a 'debt' or

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**Reasoning:** The Court relied on Sections 2(84), 43, and 55 of the Companies Act, 2013, which define

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**Interpretation:** The Court interpreted preference shares as equity instruments, not debt. The

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**Application:** The appellant, by converting receivables into CRPS, became a preference

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## Parties

- **Judges:** J.B. PARD…; K.V. VISWA…
- **Appellants:** EPC Constructions…; Abhijit Guhathakur…; +1 more
- **Respondents:** M/s Matix…
- **Advocates:** Niranjan…; Mukul Ro…; +1 more

## Timeline

- **2009-12-11 — Contract Ex…**: EPC Constructions India Limited (then Essar Projects India Limited) entered into an…
- **2010-07-29 — On-shore Supply…**: An On-shore Supply Contract was executed for…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 3(37) — Definitions](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-3)

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