2019 (8) TMI 1925 - AT - IBC

Supreme Court Validates Creditors' Committee Resolution Plan, Affirming Fair Treatment and Commercial Wisdom Under IBC

Encore Asset Reconstruction Company Private Limited Versus Calyx Chemicals & Pharmaceuticals Limited, Ms. Charu Desai, Topnotch Chemicals Private Limited, Khilari Infrastructure Private Limited, Dena Bank

The SC upheld the resolution plan approved by the CoC under the Insolvency and Bankruptcy Code. The Tribunal found no discrimination against the financial ... Approval of Resolution Plan - appellant, as an assignee of Dena Bank and holding an exclusive mortgage, should be treated differently from other financial creditors or not - HELD THAT:- The Adjudicating Authority noticed the admitted claim against the ‘Corporate Debtor’ and the trade payables forming part of the ‘Operational Creditors’, the detailed chart of ‘Financial Creditors’ including ‘State Bank of India’, ‘Punjab National Bank’, ‘Exim’, ‘Allahabad Bank’, ‘Jammu & Kashmir Bank’, ‘Bank of India’, ‘Canara Bank’, ‘Corporation Bank’, ‘IDBI’, ‘Oriental Bank of Commerce’, ‘Bank of Maharashtra’, ‘Uco Bank’ and ‘SBI Global Factors’ has been shown and the details of ‘debt’ forming part of the ‘Operational Creditors’ has also been noticed by the Adjudicating Authority. After taking into consideration of the aforesaid aspects including the amount payable to the ‘employees’, ‘related parties’ and the ‘statutory dues’ as also viability and feasibility of the ‘resolution plan’, the impugned order of approval has been passed by the Adjudicating Authority. There are no substance in the grievances being made by the Appellant. In absence of any discrepancies or discrimination, this Appellate Tribunal is not inclined to interfere with the impugned order. The appeal is dismissed. ISSUES PRESENTED and CONSIDEREDThe core legal questions considered in this judgment include: Whether the resolution plan approved by the Adjudicating Authority is valid despite the significant haircut to the dues of the financial creditors, specifically the appellant. Whether the appellant, as an assignee of Dena Bank and holding an exclusive mortgage, should be treated differently from other financial creditors. Whether the Adjudicating Authority erred in approving the resolution plan without adequately balancing the interests of all creditors.ISSUE-WISE DETAILED ANALYSIS1. Validity of the Approved Resolution PlanRelevant Legal Framework and Precedents: The resolution plan was approved under the provisions of the Insolvency and Bankruptcy Code, which allows for the restructuring of a debtor's obligations through a resolution plan approved by the Committee of Creditors (CoC). The precedent cited by the appellant, 'Binani Industries Limited vs. Bank of Baroda & Anr.', was referenced to argue the differential treatment of creditors.Court's Interpretation and Reasoning: The Tribunal noted that the resolution plan had been duly considered and approved by the CoC with a 77.08% voting share. The Tribunal emphasized the role of the CoC in assessing the viability and feasibility of the resolution plan.Key Evidence and Findings: The Tribunal observed that the Adjudicating Authority had considered the claims against the Corporate Debtor, including those of financial and operational creditors, before approving the resolution plan. The details of debts and the allocation to various creditors were scrutinized.Application of Law to Facts: The Tribunal applied the legal framework to the facts, noting that the CoC's decision was based on commercial considerations and the plan's feasibility.Treatment of Competing Arguments: The appellant's argument regarding the significant haircut was dismissed as the Tribunal found no discrepancies or discrimination in the resolution plan's approval process.Conclusions: The Tribunal concluded that the resolution plan was validly approved, and no grounds existed to interfere with the Adjudicating Authority's decision.2. Differential Treatment of the Appellant as a Financial CreditorRelevant Legal Framework and Precedents: The appellant argued for differential treatment based on its exclusive mortgage, referencing the precedent in 'Binani Industries Limited vs. Bank of Baroda & Anr.'Court's Interpretation and Reasoning: The Tribunal held that all financial creditors were treated equitably under the resolution plan, and the appellant's exclusive mortgage did not warrant differential treatment.Key Evidence and Findings: The Tribunal noted that the appellant's claim was considered alongside other creditors, and no evidence of unfair treatment was found.Application of Law to Facts: The Tribunal applied the principle of equitable treatment of creditors, finding that the resolution plan did not discriminate against the appellant.Treatment of Competing Arguments: The appellant's reliance on the cited precedent was deemed inapplicable, as the circumstances of the case did not justify differential treatment.Conclusions: The Tribunal concluded that the appellant was not entitled to differential treatment and upheld the equitable distribution under the resolution plan.SIGNIFICANT HOLDINGSPreserve Verbatim Quotes of Crucial Legal Reasoning: 'We find no substance in the grievances being made by the Appellant. In absence of any discrepancies or discrimination, this Appellate Tribunal is not inclined to interfere with the impugned order.'Core Principles Established: The Tribunal reaffirmed the principle that the CoC's commercial wisdom in approving a resolution plan is paramount, provided the plan is equitable and non-discriminatory.Final Determinations on Each Issue: The Tribunal dismissed the appeal, upholding the Adjudicating Authority's approval of the resolution plan, and found no merit in the appellant's claims of unfair treatment or significant haircut concerns.