Case: RKB Global Limited v. Tulip Polychem Private Limited
Supreme Court: Civil Appeal No. 12461 of 2026
Order dated: 7 September 2026
NCLAT: Company Appeal (AT) (Insolvency) No. 296 of 2026
NCLAT decision dated: 29 May 2026
Coram: Justice Ashok Bhushan, Chairperson, and Mr. Indevar Pandey, Member (Technical)
The Supreme Court has declined to interfere with the decision of the National Company Law Appellate Tribunal in RKB Global Limited v. Tulip Polychem Private Limited. The NCLAT had dismissed RKB Global Limited’s appeal seeking commencement of the Corporate Insolvency Resolution Process against Tulip Polychem Private Limited under Section 9, Insolvency and Bankruptcy Code, 2016.
After condoning the delay in refiling and hearing the parties, the Supreme Court found no error of law or fact in the NCLAT’s decision. The civil appeal and the pending interlocutory applications were consequently dismissed.
The decision reinforces an important limitation on the use of the IBC: a disputed contractual or reimbursement claim requiring a detailed examination of evidence cannot be converted into insolvency proceedings merely by characterising it as an operational debt.
Background of the dispute
RKB Global Limited entered into a Charter Party Agreement dated 22 April 2019 with Jaldhi Overseas Pte. Ltd. for chartering the vessel M.V. Sun Lucia to transport iron ore from Redi Port, Maharashtra, to Rizhao Port, China.
Both RKB and Tulip loaded iron ore on the vessel. According to the NCLAT’s findings:
- RKB loaded approximately 27,500 WMT of iron ore; and
- Tulip loaded approximately 27,017 WMT.
Since the Charter Party Agreement had been executed in RKB’s name, Jaldhi raised a consolidated freight invoice against RKB for the cargo transported by both companies.
RKB subsequently claimed that Tulip had to reimburse the freight, demurrage, and anchorage charges attributable to Tulip’s cargo. RKB raised debit notes in February 2024 and eventually filed a petition under Section 9, IBC, claiming an operational debt of approximately ₹3.24 crore.
On 19 December 2025, the NCLT, Ahmedabad Bench dismissed RKB’s company petition. It held that RKB had failed to establish the existence of a clear operational debt payable by Tulip. RKB challenged that decision before the NCLAT.
RKB Global’s case before the NCLAT
RKB relied on the consolidated freight invoices, payment records, remittances and commercial correspondence connected with the shipment.
It placed particular reliance on a Settlement Agreement dated 2 February 2024 between RKB and Jaldhi. Clause 7 of that agreement recorded Jaldhi’s statement that it had not received payment from Tulip under the Charter Party arrangement. The clause also preserved RKB’s liberty to recover freight, demurrage and anchorage charges from Tulip.
RKB contended that this clause established Tulip’s liability. It also argued that Jaldhi’s debt had been assigned to RKB and that, as an assignee, RKB was entitled to initiate insolvency proceedings.
Tulip Polychem’s defence
Tulip disputed the existence of any outstanding liability.
Its principal defence was that its customer, BST (HK) Limited, and Globechart had already paid the freight attributable to its cargo in 2019.
Tulip relied on contemporaneous documents, including:
- an email dated 16 June 2019 stating that Globechart had paid approximately USD 470,000 on Tulip’s behalf;
- a declaration issued by Globechart recording payment of USD 470,575 towards freight, demurrage and anchorage charges; and
- Jaldhi’s invoice dated 19 June 2019, which deducted USD 470,575 under the description “less received”.
Tulip also pointed out that RKB had not asserted any freight claim against it between 2019 and 2023. According to Tulip, RKB raised the claim only after settling Jaldhi’s insolvency proceedings in February 2024.
Issue before the NCLAT
The central issue was whether RKB had established a clear and undisputed operational debt and default against Tulip for the purposes of Section 9, IBC.
The NCLAT held that it had not.
NCLAT’s findings
1. The existence of the debt was itself disputed.
The dispute was not limited to the calculation of the amount payable. The foundational question was whether Tulip’s freight liability had already been discharged through BST and Globechart in 2019.
RKB maintained that the disputed remittance had been made on its behalf. Tulip maintained that the same payment had been made on its behalf.
The competing explanations affected the very existence of the alleged operational debt.
2. Tulip’s defence was supported by contemporaneous documents.
The NCLAT found that Tulip’s defence was meritorious. It was supported, real, and not a sham or illusion. It was based on emails, invoices and declarations originating from the period of the underlying transaction.
Whether those documents ultimately proved payment was a matter requiring detailed adjudication. For the limited purpose of Section 9, however, they demonstrated the existence of a genuine dispute.
3. The 2024 Settlement Agreement was not binding on Tulip
The NCLAT rejected RKB’s contention that Clause 7 of the Settlement Agreement conclusively established Tulip’s liability.
Tulip was not a party to that agreement. It had been executed nearly five years after the original shipment and could not, by itself, determine Tulip’s liability in summary insolvency proceedings.
The agreement also did not resolve the parties’ competing interpretations of the payments recorded in 2019.
4. Tulip had not admitted a subsisting liability
RKB argued that Tulip had admitted the liability by stating that the freight had been paid to Jaldhi.
The NCLAT disagreed. Tulip’s consistent position was that its freight liability had already been discharged through BST and Globechart. A claim that a liability has already been paid cannot be treated as an admission that a debt remains due.
5. Assignment did not establish the existence of the debt
The NCLAT accepted the general proposition that an assignee of a debt may initiate insolvency proceedings.
However, the assignment principle did not answer the more fundamental question: whether any undisputed and crystallised operational debt existed against Tulip in the first place.
The alleged assignment arose from an agreement between RKB and Jaldhi to which Tulip was not a party. It could not eliminate Tulip’s pre-existing dispute concerning payment and liability.
6. The controversy required detailed evidence
Determining liability would have required examination of:
- disputed email communications;
- banking and SWIFT remittances;
- ledger accounts;
- invoices and accounting entries;
- the authority under which payments were made; and
- communications among RKB, Tulip, Jaldhi, BST and Globechart.
The NCLAT held that such an evidentiary exercise falls outside the limited and summary jurisdiction exercised under Section 9, IBC.
Law applied by the NCLAT
The NCLAT relied on the principles laid down by the Supreme Court in:
- Mobilox Innovations Private Limited v. Kirusa Software Private Limited, (2018) 1 SCC 353;
- Kay Bouvet Engineering Limited v. Overseas Infrastructure Alliance (India) Private Limited, (2021) 10 SCC 483; and
- Transmission Corporation of Andhra Pradesh Limited v. Equipment Conductors and Cables Limited, (2019) 12 SCC 697.
Under the Mobilox test, a Section 9 application must be rejected where the corporate debtor raises a plausible contention requiring further investigation, provided that the dispute is not spurious, hypothetical or illusory.
The adjudicating authority is not expected to conduct a trial or to determine whether the defence will ultimately succeed.
Decision
The NCLAT held that RKB had failed to establish a clear and undisputed operational debt and default against Tulip. It affirmed the NCLT’s dismissal of the Section 9 petition and dismissed RKB’s appeal without costs.
The Supreme Court thereafter found no error of law or fact in the NCLAT’s decision and dismissed Civil Appeal No. 12461 of 2026.
Key takeaway
The decision does not finally determine whether Tulip paid the disputed freight charges or whether RKB may recover any amount through civil, arbitral or other appropriate proceedings.
Its effect is narrower but significant: where contemporaneous documents disclose a genuine dispute concerning the existence or discharge of the alleged debt, the operational creditor cannot use Section 9, IBC to obtain an adjudication of that dispute.
The IBC is a framework for insolvency resolution—not a substitute for recovery proceedings or a trial of fact-intensive contractual claims.
Source documents
Disclaimer: This article is intended for general information and discussion. It does not constitute legal advice. Readers should examine the complete orders and obtain professional advice before acting on the principles discussed.