Amit Kumar Kejriwal v. UCO Bank: a Form B notice is not invocation of guarantee

The personal-guarantor framework under the Insolvency and Bankruptcy Code, 2016 has produced one of the more contested doctrinal landscapes in contemporary IBC practice. The substantive question — when can a personal guarantor be brought into insolvency proceedings — has multiple moving parts: the corporate debtor's underlying default, the creditor's contractual rights against the guarantor under the guarantee deed, the procedural triggers under the 2019 Rules, and the appellate framework under the IBC.

Amit Kumar Kejriwal v. UCO Bank and Anr. — reported at (2026) ibclaw.in 169 NCLAT — is the most consequential 2026 NCLAT contribution on the threshold question: what is required, in terms of contractual invocation of the guarantee, before the creditor can file a Section 95 application against the guarantor?

The structural question

The structural question turns on the relationship between two distinct legal events.

The first event is the contractual invocation of the guarantee. A personal guarantee is a contract of guarantee under §Section 126 of the Indian Contract Act, 1872. The guarantor's liability is secondary — it engages when the principal debtor defaults and when the creditor invokes the guarantee in accordance with its terms. Most guarantee deeds prescribe specific requirements for invocation — a notice in writing, addressed to the guarantor, demanding payment, and conforming to the form and channel specified in the deed.

The second event is the procedural commencement of insolvency proceedings against the guarantor under the IBC. Section 95 of the IBC provides for the filing of an application against a personal guarantor. The Insolvency Rules 2019 prescribe the procedural infrastructure — including the requirement of a demand notice in Form B under Rule 7(1) before the application is filed.

The question that has divided benches and confused the bar is whether these two events are the same. Some creditors had treated the Form B notice as also constituting contractual invocation — proceeding on the basis that the demand notice in the form prescribed under the Rules satisfied both the procedural IBC requirement and the contractual guarantee-invocation requirement. The Kejriwal disposition closes that conflation.

The holding

The reasoning

The doctrinal architecture has three connected threads.

The character of the Form B notice

The first thread is the textual reading of the Rules. Rule 7(1) of the 2019 Rules prescribes the Form B notice as a procedural step preceding the filing of a Section 95 application. The notice has specific content — it identifies the debt, particulars of the corporate debtor, particulars of the guarantor, and the amount being claimed — and is addressed to the guarantor. It is, in form, a demand for payment.

What it is not — on a proper reading — is a notice satisfying any contractual requirement that may exist under the guarantee deed. The Rules do not purport to override the contractual architecture of the guarantee; they prescribe the procedural framework for the IBC application. The two operate in different domains and serve different purposes.

The contractual character of guarantee invocation

The second thread is the contractual reasoning. A guarantee under Section 126 of the Contract Act is a contract between the creditor and the guarantor. The terms of the contract — including any requirements for invocation, notice, demand, and acceleration — are matters of agreement between the parties. The IBC, in providing for insolvency of personal guarantors, does not displace the contractual framework; it operates on top of it.

For the creditor to invoke the secondary liability of the guarantor, the contractual requirements for invocation must be satisfied. Where the guarantee deed requires a written demand to the guarantor in a particular form — addressed at a particular address, signed by a particular officer of the creditor, identifying the default and the demand — those requirements are conditions precedent to liability. The Section 95 application, founded on the guarantor's liability, presupposes that those conditions have been satisfied.

The cumulative position

The third thread is the synthesis. Filing a Section 95 application against a personal guarantor requires the creditor to demonstrate, at the threshold:

• The corporate debtor's underlying default.
• The contractual invocation of the guarantee in accordance with its terms.
• The procedural Form B notice under Rule 7(1).
• Such other requirements as the IBC framework specifies.

Where any of these is missing, the application is exposed at the threshold. The Kejriwal disposition is the authority for the proposition that the second of these — contractual invocation — is a separate and independent requirement, not subsumed within the Form B notice.

The Form B notice prescribed under the Rules cannot substitute for contractual invocation of the guarantee under the deed. The two operate in different domains.

The institutional direction

The disposition went further than the substantive holding. Having set aside the NCLT's order admitting the Section 95 application, the NCLAT directed that the conduct of UCO Bank officials in filing the application without prior invocation be brought to the attention of the bank's Chairman.

The institutional direction is unusual and deserves comment. Three propositions emerge.

Creditor conduct at the threshold matters. The framework is not designed for litigation experimentation. Where a creditor files a Section 95 application without satisfying the threshold contractual requirements, the appellate framework is willing to look not just at the legal correctness of the order below but at the conduct that produced the filing.

The escalation is internal-institutional, not external. The NCLAT did not direct disciplinary action or regulatory referral. It directed that the conduct be reported to the bank's senior leadership. The institutional check sits within the bank's governance framework.

The signal is across the public-sector banking sector. UCO Bank is one of several public-sector banks that have been active in personal-guarantor insolvency. The disposition's institutional direction sends a signal beyond the immediate case: the framework is to be used with procedural discipline; threshold errors will not be absorbed in silence.

The architecture for the practitioner

For practitioners advising creditors, three operational guides emerge.

Pre-filing checklist

Before filing a Section 95 application, the creditor's counsel should be able to answer the following questions affirmatively:

• Underlying default: Is there a documented default by the corporate debtor that triggers the guarantor's liability under the guarantee deed?
• Contractual invocation: Has the guarantee been formally invoked in accordance with the terms of the deed — including the form, address, manner of delivery, and any waiting period the deed specifies?
• Documentary trail: Is there a clear documentary record of (a) the demand on the corporate debtor, (b) the corporate debtor's default, (c) the invocation notice to the guarantor, and (d) the guarantor's failure to pay following invocation?
• Form B notice: Has the procedural demand notice under Rule 7(1) been issued separately, after invocation has been completed?
• Limitation: Is the Section 95 application within limitation, computed from the appropriate trigger date?

Where any answer is missing or unclear, the application is exposed to threshold-stage challenge.

Pleading the invocation chain

In the Section 95 application itself, the invocation chain should be pleaded with particularity. The application should identify:

• The relevant clauses of the guarantee deed dealing with invocation.
• The date, mode, and content of the invocation notice issued under the deed.
• The guarantor's response (or absence of response) to the invocation.
• The completion of the contractual prerequisites that precede the IBC step.

A pleading that elides the contractual chain — treating it as implicit in the IBC procedural step — is vulnerable to the Kejriwal disposition.

For the personal-guarantor bar

For the guarantor's counsel, the Kejriwal framework is the threshold defence. Where the Section 95 application has been filed without prior contractual invocation, the pleading should identify the specific clauses of the guarantee that required invocation, the absence of compliance, and the consequent failure of the threshold requirement. The disposition supplies the doctrinal authority for the threshold dismissal.

A note on guarantee-deed drafting

The Kejriwal disposition is also a moment for review of guarantee-deed templates. Banks and other creditors typically use template guarantee deeds with standard invocation language. Where the template is ambiguous — particularly on the question of what constitutes invocation, what notice is required, and what the timing requirements are — the ambiguity will be resolved against the creditor at the threshold stage.

The template should ideally:

• Specify the exact form of invocation notice required.
• Identify the address for delivery and the mode of delivery (postal, electronic, hand).
• Specify the waiting period (if any) after invocation before liability crystallises.
• Address the relationship between invocation under the deed and any subsequent procedural step under the IBC framework.

A template that is precise on these points produces faster threshold compliance; one that is ambiguous produces threshold litigation.

What the disposition does not address

It is worth being precise about the boundary of the holding.

• The disposition addresses Section 95 IBC applications. It does not, in terms, address the position under §Section 7 IBC where a corporate guarantor is in issue (though the contractual-invocation principle is likely to apply by analogy).
• The disposition does not address the limitation question that may arise where invocation has been delayed.
• The disposition does not address the position where the guarantee deed is silent on invocation procedure — in which case the default position would presumably be that a written demand to the guarantor is required, but the specific content of that demand is determined by general contract law.

These boundary questions are likely to be developed in subsequent NCLAT decisions.

The bottom line

Amit Kumar Kejriwal v. UCO Bank settles, for the personal-guarantor framework, the doctrinal question of whether the Form B procedural notice can substitute for contractual invocation of the guarantee. It cannot. The Section 95 application requires prior contractual invocation under the terms of the guarantee deed; the Form B notice operates in a separate procedural domain. For creditors, the pre-filing discipline is now mandatory; for personal guarantors, the threshold defence has a clear doctrinal anchor. And for the IBC framework generally, the disposition is a reminder that procedural innovation at the threshold cannot bypass the underlying contractual architecture on which the secondary liability rests.

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Verify against the reasoned order. The institutional direction to UCO Bank is part of the operative disposition and reflects the appellate framework's posture on creditor conduct at the threshold.