2023 (10) TMI 238 - AT - Insolvency and Bankruptcy

Tribunal Upholds Rejection of Ex-Director's Application for Clarification on Shareholding

Diwakar Sharma Versus Anand Sonbhadra Resolution Professional of Shubhkamna Buildtech Pvt. Ltd.

The Tribunal upheld the Adjudicating Authority's rejection of the ex-director and shareholder's application seeking clarification on shareholding ... Challenge to CIRP process after resolution plan was approved - seeking clarification from the Resolution professional as to whether the shareholding of Shubhkamana Buildtech Private Limited in two companies namely Rudra Buildwell Projects Private Limited and JSS Buildcon Private Limited has been taken into consideration while assessing the assets and liabilities of the Corporate Debtor? - HELD THAT:- The Information Memorandum must have been prepared in the CIRP and Form G was issued for Resolution Plan including details of the assets - It is opined that at this stage no relief can be granted on the prayer as made in the application. Appellant has prayed for providing a copy of the Resolution plan approved by the Adjudicating Authority - HELD THAT:- Suffice it to say that the Appellant was not part of the CIRP process. He himself submitted that in 2014 he resigned as Director. In so far as his submission that he is shareholder of the Corporate Debtor, Resolution Plan having been approved what are the rights of different stakeholders is subject matter of the plan. In the case of ASSOCIATION OF AGGRIEVED WORKMEN OF JET AIRWAYS (INDIA) LIMITED VERSUS JET AIRWAYS (INDIA) LTD., COMMITTEE OF CREDITORS LED BY STATE BANK OF INDIA, SHRI ASHISH CHHAWCHHARIA, THE CONSORTIUM OF MR. MURARI LAL JALAN & MR. FLORIAN FRITSCH [2022 (2) TMI 17 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHI], this Tribunal in held that after approval of the plan they were entitled to access the Resolution Plan and Resolution Professional was directed to provide relevant portion of the Resolution Plan which was relevant for the workmen. The said judgment cannot come to the aid of the Appellant in the present case who was not stakeholder in the CIRP process. The entire CIRP process being over where Resolution Plan has been approved in 2022, at this stage, any direction on the prayers made by the Appellant in the application are uncalled for and unnecessary - the Adjudicating Authority did not commit any error in rejecting the application filed by the Appellant - there is no merit in the Appeal - appeal dismissed. Issues involved:The judgment concerns the rejection of an application by the Adjudicating Authority, the involvement of an ex-director and shareholder of a Corporate Debtor in the CIRP process, and the request for clarification and access to the Resolution Plan.Ex-Director's Application:The Appellant, an ex-director and shareholder of the Corporate Debtor, filed an application (I.A. No. 2116 of 2023) seeking clarification on the consideration of the Corporate Debtor's shareholding in two companies during the assessment of assets and liabilities. The Adjudicating Authority rejected the application, stating that the Appellant was not part of the Suspended Board of Directors and referencing a judgment that did not support the Appellant's case. The Resolution Professional argued that the Resolution Plan had been approved in 2022 without any appeal filed within the limitation period. The Appellant indirectly aimed to challenge the CIRP process and requested a copy of the Resolution Plan post-approval.Prayers in the Application:The Appellant's application included two prayers: one for clarification on the consideration of shareholding in the assessment of assets and liabilities, and the other for a copy of the approved Resolution Plan. The Tribunal found that the first prayer could not be granted at that stage, as the Information Memorandum prepared during the CIRP process already included asset details. Regarding the second prayer, the Appellant, having resigned in 2014 and not being part of the CIRP process, was not entitled to the Resolution Plan, which determines the rights of different stakeholders.Legal Reference and Decision:The Appellant relied on a previous judgment regarding access to the Resolution Plan post-approval. However, the Tribunal clarified that the referenced judgment was specific to workmen's claims and did not apply to the Appellant, who was not involved in the CIRP process. With the CIRP process completed and the Resolution Plan approved in 2022, the Tribunal deemed any direction on the prayers unnecessary. Consequently, the Adjudicating Authority's rejection of the application was upheld, and the Appeal was dismissed.