Tribunal Upholds Resolution Plan, Rejects GNIDA's Applications

The Tribunal dismissed all applications filed by GNIDA, refusing to recall the order dated 20.02.2020, replace the RP, or quash the Resolution Plan. The Tribunal held that GNIDA's claim was acknowledged in the Resolution Plan despite not being reflected, emphasizing the importance of timely claim submission and adherence to the IBC framework.

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Issues Involved:
1. Whether the Greater Noida Industrial Development Authority (GNIDA) should be considered a Financial Creditor.
2. Whether the order dated 20.02.2020 should be recalled or set aside.
3. Whether the Resolution Professional (RP) should be replaced due to alleged misconduct.
4. Whether the Resolution Plan should be quashed and set aside.
5. Whether the National Company Law Tribunal (NCLT) has the power to review or recall its own orders.

Detailed Analysis:

Issue 1: Financial Creditor Status of GNIDA
The GNIDA filed an application under section 60(5) of the Insolvency & Bankruptcy Code, 2016 (IBC) requesting to be considered as a Financial Creditor. GNIDA argued that it had leased land to the Corporate Debtor under a deferred payment plan, which included interest, making it a Financial Creditor. GNIDA claimed a higher charge/preference over other Financial Creditors due to the outstanding premium and interest on the lease. The GNIDA also cited breaches of the lease deed by the Corporate Debtor, which entitled GNIDA to cancel the lease and recover possession.

Issue 2: Recall or Set Aside the Order Dated 20.02.2020
GNIDA filed another application seeking to recall and set aside the order dated 20.02.2020, claiming it was passed ex-parte without giving GNIDA an opportunity to defend itself. GNIDA cited precedents where courts held that orders passed without hearing the concerned party could be recalled. GNIDA argued that the Resolution Professional (RP) did not inform them of the Corporate Insolvency Resolution Process (CIRP), leading to their claim being submitted late.

Issue 3: Replacement of the Resolution Professional
GNIDA requested the replacement of the RP, Mr. Dinesh Chandra Agarwal, alleging misconduct and deliberate exclusion from the Committee of Creditors (CoC) meetings. GNIDA claimed the RP did not consider their status as a Financial Creditor, resulting in financial loss to GNIDA and unlawful financial gain to the Corporate Debtor and other creditors.

Issue 4: Quashing the Resolution Plan
GNIDA sought to quash and set aside the actions and decisions taken by the IRP/Resolution Professional and the CoC against GNIDA. They argued that the Resolution Plan could not be finalized without their consent, given their status as the landowner and Financial Creditor.

Issue 5: Power of NCLT to Review or Recall Orders
The Tribunal noted that there is no provision under the IBC for reviewing or recalling its own orders. Section 420 of the Companies Act, 2013, allows the Tribunal to rectify any mistake apparent from the record within two years. However, the Tribunal found no mistake apparent from the record in the order dated 20.02.2020, which had duly considered all relevant facts and provisions of law.

Judgment:

1. Financial Creditor Status:
The Tribunal observed that GNIDA had filed its claim after the approval of the Resolution Plan by the CoC but before its approval by the Adjudicating Authority. The Tribunal noted that the provision for payment of GNIDA's dues was included in the Resolution Plan based on the Information Memorandum. Therefore, GNIDA's claim was not reflected in the Resolution Plan, but the dues were acknowledged.

2. Recall or Set Aside the Order:
The Tribunal found that there was no provision for review or recall under the IBC. The Tribunal also noted that the order dated 20.02.2020 did not have any apparent mistake that required rectification. Therefore, the Tribunal could not recall or set aside the order.

3. Replacement of the RP:
The Tribunal did not find sufficient grounds to replace the RP. The Tribunal noted that the RP had included the provision for GNIDA's dues in the Resolution Plan. The allegations of misconduct were not substantiated to warrant the RP's replacement.

4. Quashing the Resolution Plan:
The Tribunal referred to the Supreme Court's decision in the Essar Steel case, which stated that a successful resolution applicant should not be burdened with undecided claims after the resolution plan is accepted. The Tribunal held that once the Resolution Plan is approved by the CoC and the Adjudicating Authority, the RP cannot be directed to consider claims filed later.

5. Power to Review or Recall Orders:
The Tribunal reiterated that there is no provision for review or recall under the IBC. The Tribunal's power under Section 420 of the Companies Act, 2013, is limited to rectifying mistakes apparent from the record, which was not applicable in this case.

Conclusion:
The Tribunal dismissed both applications filed by GNIDA, rejecting all prayers to recall or set aside the order dated 20.02.2020, replace the RP, and quash the Resolution Plan. The Tribunal emphasized the need for timely submission of claims and adherence to the IBC framework.

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