2024 (2) TMI 1258 - AT - Insolvency and Bankruptcy

CoC's unanimous rejection of Section 12A settlement proposal upheld as valid business judgment

NCLAT dismissed appeal challenging CoC's rejection of settlement proposal under Section 12A. Court held that CoC's decision was a business judgment within ... Prayer for direction for placing the Settlement Proposal submitted by the Appellant before the CoC for consideration - CoC unanimously decided to reject the proposal - HELD THAT:- On looking into the minutes of the CoC, it is clear that the proposal submitted by the Appellant was duly considered and deliberated by the CoC. The reasons have also been noted in the minutes due to which the proposal did not find favour with the CoC. The decision to accept or reject the proposal under Section 12A is essentially a business decision and is in the domain of commercial wisdom of the CoC - the submission of learned counsel for the Appellant that proposal of the Appellant was not adequately considered by the CoC or there is any error in consideration or CoC has arbitrarily acted in rejecting the proposal of the Appellant, is not accepted. It is well settled that jurisdictional review of the decision of CoC for accepting or rejecting a proposal by the Adjudicating Authority is only on the ground that decision is arbitrary. The minutes of the CoC meeting does indicate that there is application of mind and CoC has rejected the proposal after due consideration and deliberation. There are no error in the order of the Adjudicating Authority rejecting the application - appeal dismissed. ISSUES PRESENTED AND CONSIDERED 1. Whether the Committee of Creditors (CoC) gave appropriate and adequate consideration to a settlement proposal submitted under Section 12A of the Insolvency and Bankruptcy Code. 2. Whether the Adjudicating Authority erred in dismissing the application seeking a direction to place the settlement proposal before the CoC for consideration. 3. What is the scope of judicial/tribunal review of a CoC decision to accept or reject a settlement proposal under Section 12A - specifically whether the review is limited to checking arbitrariness in the CoC's decision-making. ISSUE-WISE DETAILED ANALYSIS Issue 1: Adequacy of CoC consideration of the Section 12A settlement proposal Legal framework: Section 12A permits settlement proposals in insolvency proceedings, which must be placed before and considered by the CoC. The CoC's role is to examine and vote on such proposals in light of stakeholders' interests. Precedent treatment: The Tribunal referred generally to established law that minutes and records of CoC meetings demonstrate deliberation; no specific precedent was relied upon or overruled in the text. Interpretation and reasoning: The Tribunal examined the minutes of the 13th CoC meeting which recorded a detailed summary of the proposal and the addendum, itemised proposed payments to classes of stakeholders, and recorded objections and reasons for rejection raised by CoC representatives. The recorded reasons included deferred nature of payments, lack of specified payment frequency, absence of identified sources/means of finance, no business plan or financial projections for turnaround, concerns as to credential/negative net worth of the proponent, and ongoing adjudicatory proceedings against the proponent. The minutes showed that proponents addressed some points and that the Resolution Professional confirmed prior consideration of the proposal in an earlier CoC meeting. After discussion the CoC decided to put the proposal to vote and ultimately rejected it. Ratio vs. Obiter: Ratio - where the record (minutes) shows detailed deliberation and stated reasons, the CoC is found to have adequately considered a Section 12A proposal. Obiter - peripheral remarks on how proponents might have further explained sources of funds or turn-around plans (these are factual suggestions rather than legal holdings). Conclusions: The CoC had given appropriate consideration to the settlement proposal; the minutes evidenced application of mind and recorded cogent reasons for rejection. There was no procedural failure in placement or consideration by the CoC. Issue 2: Correctness of Adjudicating Authority's dismissal of the application seeking direction to place the settlement proposal for consideration Legal framework: The Adjudicating Authority may examine whether the CoC has discharged its duties in considering proposals, but its interference is constrained by principles governing review of commercial decisions of the CoC. Precedent treatment: The Tribunal relied on the established standard that interference with CoC commercial decisions is limited; the text treats that standard as settled law without citing decisions. Interpretation and reasoning: Given the minutes demonstrated that the proposal was placed before the CoC, discussed, and reasons for rejection recorded, there was no basis to direct that it be placed again. The Tribunal found no error in the Adjudicating Authority's finding that the proposal had been considered and in its dismissal of the application seeking a direction to place the proposal before the CoC. Ratio vs. Obiter: Ratio - where there is evidence that the CoC considered a proposal and recorded reasons for rejection, the Adjudicating Authority correctly dismisses relief seeking a direction to re-place the proposal. Obiter - none material. Conclusions: The Adjudicating Authority did not err in dismissing the application; there was no failure by the CoC to consider the proposal that would warrant a direction to place it again. Issue 3: Scope of judicial review of CoC decisions on acceptance/rejection of settlement proposals (limit to arbitrariness) Legal framework: Decisions of the CoC on commercial matters (including acceptance/rejection of settlement/proposal or resolution plans) fall within its commercial wisdom and are ordinarily not subject to interference except on limited grounds such as arbitrariness or lack of bona fide application of mind. Precedent treatment: The Tribunal affirmed the settled principle that review is confined to assessing arbitrariness; no novel departure from prior law was made. Interpretation and reasoning: The Tribunal applied this standard to the present facts. The minutes evidenced deliberation, engagement by representatives, recording of substantive objections, and confirmation by the Resolution Professional that the proposal had been earlier discussed. There was no indicia of arbitrary action or capricious conduct by the CoC in rejecting the proposal. Ratio vs. Obiter: Ratio - judicial interference is permissible only if the CoC's decision is arbitrary; application of this principle justified dismissal of the challenge. Obiter - comments noting that the decision to accept/reject is essentially a business decision within commercial wisdom. Conclusions: The Tribunal reconfirmed that scrutiny of CoC decisions is limited to arbitrariness; on the facts, no arbitrariness was demonstrated and therefore no interference was warranted. Cross-References and Inter-issue Observations The determination that the CoC adequately considered the proposal (Issue 1) is dispositive of the challenge to the Adjudicating Authority's dismissal (Issue 2) because the limited review standard (Issue 3) requires arbitrariness to justify interference; the minutes showed application of mind and recorded substantive reasons, precluding a finding of arbitrariness. Final Court Conclusion The Tribunal dismissed the appeal, upholding the Adjudicating Authority's conclusion that the CoC had duly considered the Section 12A settlement proposal, and that there was no basis for judicial interference given the absence of arbitrariness in the CoC's decision-making.