2022 (1) TMI 1431 - AT - Insolvency and Bankruptcy

NCLAT upholds DHFL resolution plan, rejects fixed deposit holders' claims for full payment under Section 30

Uttar Pradesh State Power Sector Employees Trust Versus Dewan Housing Finance Corporation Limited Through its Administrator; Committee of Creditors of Dewan Housing Finance Corporation Ltd.

The NCLAT dismissed appeals challenging the approved resolution plan for DHFL. Fixed deposit holders argued they should receive full payment, claiming a ... Approval of Resolution plan - the plan has no statement explaining how the Resolution Plan satisfies or intends to satisfy the requirements of engaging in the business of the FSP - HELD THAT:- The relationship between the customer and the Bank is the creditor and debtor and not a trustee. The Bank is not a trustee of money deposited by customers. In this case, the Corporate Debtor, i.e. DHFL, took a fixed deposit from their customers on the agreed interest on the amount invested in fixed deposits. Therefore, the relationship of the DHFL with the fixed deposit holders is that of a creditor and debtor and not of a trustee. Hon'ble Supreme Court in the Committee of Creditors of Essar steel v Satish Kumar Gupta and others [2019 (11) TMI 731 - SUPREME COURT] has reinforced the position that the COC is the key decision-maker in the rehabilitation of Corporate Debtors. For the approval of the Resolution Plan, the Committee of Creditors is to take a business decision based on ground realities by a majority, which binds all the stakeholders, including dissentient creditors. The Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors. It is the commercial wisdom of the requisite majority of the Committee of Creditors which is to negotiate and accept the Resolution Plan, which may involve differential payment in different classes of creditors, together with negotiating with the prospective Resolution Applicant for better or different terms which may also involve differences in the distribution of amounts between the different classes of creditors. Having participated in the CIRP, the Appellant's cannot challenge the action of the COC to approve the Resolution Plan, which is otherwise in compliance with the provisions of the IBC - By seeking payment outside the resolution process, the appellants who are also CoC members (other CoC members being banks, etc. are acting in a silo for obtaining funds at the outset, which is not only against the interest of all the stakeholders but also against a holistic resolution for maximisation of value & distribution of funds between different classes of creditors. It is important to mention that the RBI Act and the NHB Act merely provides that the license of an HFC or NBFC may be cancelled if the deposit holders are not paid. Such a decision can be taken only after allowing the concerned HFC or NBFC to present its case. None of the legislation provides that FD holders are required to be paid in full. Therefore, it is not the case of the Appellant's that RBI is not empowered to act under the RBI Act or the FSP Rules. The Appellants acknowledges that statutory mandate made available to the RBI under the RBI Act and the FSP rules. In the instant case, the RBI's exercise of its administrative discretion under Section 45-IE of the RBI Act superseded the board of DHFL and appointed Administrator. Accordingly, it decided to initiate the resolution proceedings concerning DHFL under the IBC and not the RBI Act - The RBI Act and the NHB Act merely provides that the license of an HFC or NBFC may be cancelled if the deposit holders are not paid. Such a decision can be taken only after allowing the concerned HFC or NBFC to present its case. None of the legislation provides that FD holders are required to be paid in full. Therefore, it is not the case of the Appellant's that RBI is not empowered to act under the RBI Act or the FSP Rules. It therefore, in the circumstances Section, 238 of the IB Code does not override any requirement of law governing the actions of the DHFL must be followed. Thus, it is clear that NCLT or NCLAT have been endowed with limited jurisdiction as specified under the Code and cannot act as a court of equity or exercise plenary powers. Therefore, the fixed deposits of the Appellant's made from the lifetime earnings of the employees invested by the Provident Fund Trust with the Corporate Debtor, i.e. Financial Service Providers, is of no consequence. Accordingly, it can not be a condition authorising interference with the commercial wisdom of the CoC. The impugned Order regarding the payment to the Appellants against their FD's as per the approved Resolution Plan with the requisite majority as required under law needs no interference, and both the appeals deserve to be dismissed - Appeal dismissed. Issues Involved:1. Applicability of the Insolvency and Bankruptcy Code (IBC) versus the National Housing Bank Act (NHB Act) and the Reserve Bank of India Act (RBI Act).2. Status of Fixed Deposit (FD) holders as Financial Creditors or beneficiaries of a trust.3. Compliance with the moratorium under Section 14 of the IBC.4. Commercial wisdom of the Committee of Creditors (CoC) in the Resolution Plan.5. Jurisdiction and powers of the National Company Law Tribunal (NCLT) and the National Company Law Appellate Tribunal (NCLAT).Detailed Analysis:1. Applicability of the IBC versus NHB Act and RBI Act:The Appellants argued that the NHB Act, being a special statute, should prevail over the IBC, which they considered a general statute. They contended that the NHB Act mandates repayment of deposits in full. However, the Respondents maintained that the IBC, with its non-obstante clause in Section 238, prevails over the NHB Act and RBI Act in insolvency matters. The Tribunal upheld this view, stating that the IBC is a comprehensive code governing insolvency processes and that the NHB Act and RBI Act do not guarantee full repayment of deposits.2. Status of FD Holders:The Appellants claimed that the monies deposited by FD holders were held in trust by DHFL, and thus should not be treated as part of the corporate debtor's assets. They cited Rule 10 of the FSP Rules and various legal precedents to support their argument. However, the Tribunal found that FD holders are classified as Financial Creditors under the IBC, and their relationship with DHFL is that of creditor and debtor, not trustee and beneficiary. The Tribunal noted that the Appellants participated in the CIRP as Financial Creditors and were represented in the CoC.3. Compliance with the Moratorium:The Appellants argued that the moratorium under Section 14 of the IBC should not apply to their deposits, as they were held in trust. However, the Tribunal held that the moratorium applies to all assets of the corporate debtor, including deposits. It emphasized that the purpose of the moratorium is to maintain the status quo and prevent alienation of assets during the CIRP.4. Commercial Wisdom of the CoC:The Appellants contended that the CoC's decision to treat FD holders differently from other Financial Creditors was unjust and violated the NHB Act. They sought full repayment of their deposits. The Tribunal, however, upheld the CoC's commercial wisdom, noting that the CoC had deliberated on the issue and decided against treating FD holders at par with secured Financial Creditors. The Tribunal emphasized that it cannot interfere with the commercial decisions of the CoC unless they violate the provisions of the IBC.5. Jurisdiction and Powers of NCLT and NCLAT:The Tribunal reiterated that its jurisdiction is limited to ensuring compliance with the IBC and that it cannot act as a court of equity. It cited various Supreme Court judgments to emphasize that the NCLT and NCLAT cannot modify the commercial decisions of the CoC. The Tribunal also noted that the implementation of the Resolution Plan does not preclude the Appellants from seeking relief, but such relief must be within the framework of the IBC.Conclusion:The Tribunal dismissed the appeals, upholding the NCLT's order approving the Resolution Plan. It found no merit in the Appellants' arguments for full repayment of their deposits and emphasized the supremacy of the IBC in insolvency matters. The Tribunal also highlighted the limited jurisdiction of the NCLT and NCLAT in interfering with the commercial wisdom of the CoC.