DR.DHANANJAYA Y.CHANDRACHUD, J. - (1.) This judgment has been divided into sections to facilitate analysis. They are: A The appeal B The genesis of the PPA C Initiation of CIRP D Termination of the PPA E Proceedings before NCLT and NCLAT F Proceedings by the Successful Resolution Applicant G Submissions of counsel G.1 Submissions on behalf of the appellant G.2 Submissions on behalf of the respondents H Issues arising from the dispute I Jurisdiction of the NCLT/NCLAT over contractual disputes 1.1 Section 60(5)(c): "arising out of" and "in relation to" 1.2 Jurisdiction of NCLT and GERC 1.3 Residuary jurisdiction of the NCLT under Section 60(5)(c) J Validity of ipso facto clauses J.1 Position of international and multilateral organisations J.2 National jurisdictions J.3 Position in India K Appellant's right to terminate the PPA in the present case K.1 Analysis of the PPA K.2 Validity of the termination of PPA K.3 Dialogical Remedies L NCLAT's decision on the issue of liquidation M Appellant's liability to pay for the electricity interjected by the Corporate Debtor N Conclusion A The appeal 1. By its judgment dated 29 August 2019, the National Company Law Tribunal[1] stayed the termination by the appellant of its Power Purchase Agreement[2] with Aston field Solar (Gujarat) Private Limited[3]. The order of the NCLT was passed in applications[4] moved by the Resolution Professional of the Corporate Debtor[5] and Exim Bank[6] under Section 60(5) of the Insolvency and Bankruptcy Code, 2016[7]. On 15 October 2019, the NCLAT dismissed the appeal by the appellant[8] under Section 61 of the IBC. The decision by the NCLAT is called into question. [1]"NCLT" or "Adjudicating Authority" [2]"PPA" [3]"third respondent" or "Corporate Debtor" [4]CA No. 701/2019 (first respondent); CA No. 700/2019 (second respondent) [5]"first respondent" or "RP" [6]"second respondent" [7] "IBC" [8]"appellant" or "GUVNL"
(2.) The appellant assails the order dated 15 October 2019 of the NCLAT on, inter alia, two broad grounds: first, that the NCLT and NCLAT do not possess jurisdiction under the IBC to adjudicate on a contractual dispute between the appellant and the Corporate Debtor; and second, in any event, the termination of the PPA was validly made under Article 9.2.1 (e) and Article 9.3.1 of the PPA. B The genesis of the PPA
(3.) The narrative of this case begins with the Government of Gujarat notifying the Solar Power Policy, 2009[9] on 6 January 2009, for development of Solar Power projects in the state. The appellant, a Government of Gujarat undertaking, is a successor to the Gujarat Electricity Board, and is also the holding company of all the State Power Utilities in Gujarat.;