The National Company Law Tribunal (NCLT) has rejected a Section 9 insolvency petition filed by Ramaa Capital against Gaudium IVF & Women Health Ltd. over alleged non-payment of IPO advisory fees worth ₹8.49 crore, holding that a “pre-existing dispute” existed between the parties.
The petition was filed under Section 9 of the Insolvency and Bankruptcy Code, 2016 seeking initiation of Corporate Insolvency Resolution Process (CIRP) against Gaudium IVF & Women Health Ltd. for alleged non-payment of ₹8.49 crore claimed as operational debt towards IPO advisory and coordination services rendered by Ramaa Capital. According to the operational creditor, it had been engaged in June 2024 to assist the company in raising funds through an IPO, coordinating due diligence, facilitating investor interactions and managing related advisory work.
Applicant (operational creditor) claimed that pursuant to the engagement, Gaudium IVF (respondent) successfully raised ₹165 crore through its IPO between February 20 and 24, 2026. It is alleged that despite the completion of services, the company failed to clear an invoice dated March 10, 2026, for ₹8.49 crore, including GST. However, the corporate debtor has maintained that the alleged engagement agreement dated June 7, 2024, had never been approved by its Board of Directors and was therefore unenforceable.
The Tribunal noted that under Section 179 of the Companies Act, decisions on behalf of a company are to be taken by the Board of Directors and observed that if a contract had not been approved by the Board, the company could not automatically be held liable under it.
The NCLT observed that in proceedings under Section 9 of the IBC, it is not required to adjudicate the merits of contractual disputes or determine the final rights and liabilities of parties. The Tribunal held that once a genuine pre-existing dispute exists between the parties regarding the debt, the insolvency application cannot be admitted. The Tribunal referred to Mobilox Innovations Private Limited v. Kirusa Software Private Limited, (2018) 1 SCC 353, where it was held that a Section 9 petition must be rejected if there exists a plausible contention requiring further investigation and where the dispute truly exists and is not spurious, hypothetical or illusory.
Holding that the existence of the operational debt itself was disputed, the Bench comprising Member (Judicial) Ashok Kumar Bhardwaj and Member (Technical) Atul Chaturvedi rejected the Section 9 insolvency plea against Gaudium IVF.
