2025 (1) TMI 1453 - AT - IBC

NCLAT upholds pro-rata distribution of liquidation proceeds among financial creditors under Section 53(1) IBC

NCLAT dismissed appeal challenging distribution of liquidation proceeds. Appellant sought distribution based on security interest rather than pro-rata ... Distribution of liquidation proceeds - waterfall mechanism - distribution to be made based on the security interest of secured creditors or in proportion to their admitted claims as per Section 53(1) of the Insolvency and Bankruptcy Code, 2016? - No Resolution Plan having been approved in the CIRP - HELD THAT:- This Tribunal in the matter of Oriental Bank of Commerce Vs. Anil Anchalia & Anr. [2022 (5) TMI 1367 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHI] had occasion to consider distribution of sale proceeds in the Liquidation as per Section 53 of the Code, in which proceeding, an IA was filed by Oriental Bank of Commerce seeking a direction to distribute the entire sale proceeds to the Punjab National Bank who has exclusive charge over the property of the Corporate Debtor. The Application was rejected by the Adjudicating Authority against which the Appeal was filed. The Appeal was heard and by the Judgment of this Tribunal dated 26.05.2022, the Appeal was dismissed. Coming to the undertaking which is relied by the Appellant, the undertaking submitted before the Adjudicating Authority was to the effect that excess money received as per distribution shall be returned, when Order is passed by Tribunal or Hon’ble Supreme Court the undertaking given by stakeholders was in terms of Regulation 43 of the Insolvency and Bankruptcy Board of India, Liquidation Process Regulations 2016, which undertaking has to be given while accepting any distribution of the sale proceeds in the Liquidation, which undertaking was for the benefit of the Secured Creditors, who is ultimately found to have larger share of sale proceeds in the Liquidation. Thus, undertaking given by the Parties in no manner can come in the way of Adjudicating Authority in issuing direction for re-distribution in accordance with law. Conclusion - The Adjudicating Authority has not committed any error in directing distribution of sale proceeds as per the admitted claim of the Financial Creditor pro-rata basis. Appeal dismissed. 1. ISSUES PRESENTED and CONSIDEREDThe core legal issues considered in this judgment include:Whether the distribution of liquidation proceeds should be made based on the security interest of secured creditors or in proportion to their admitted claims as per Section 53(1) of the Insolvency and Bankruptcy Code, 2016.The applicability and interpretation of legal precedents, particularly the Supreme Court's decision in 'Amit Metaliks Limited' and its impact on the distribution methodology.The relevance and application of the Insolvency Law Committee (ILC) Report and its recommendations regarding the distribution of proceeds in liquidation.The impact of interim orders and undertakings given by secured creditors on the distribution process.2. ISSUE-WISE DETAILED ANALYSISDistribution of Liquidation ProceedsRelevant Legal Framework and Precedents: The primary legal framework governing the distribution of liquidation proceeds is Section 53(1) of the Insolvency and Bankruptcy Code, 2016. Key precedents include the Supreme Court's decision in 'Amit Metaliks Limited,' which emphasizes distribution based on admitted claims rather than security interest.Court's Interpretation and Reasoning: The Tribunal interpreted Section 53(1) to mandate that distribution among secured creditors should be proportional to their admitted claims. The court relied heavily on the 'Amit Metaliks Limited' decision, which clarifies that distribution should not be based on the value of security interest.Key Evidence and Findings: The Tribunal noted the objections raised by IDBI Bank regarding the distribution methodology adopted by the Liquidator, which was based on security interest. The Tribunal found that the Liquidator's reliance on the NCLT Ahmedabad's order, which had been stayed by the Supreme Court, was misplaced.Application of Law to Facts: The Tribunal applied the legal principles from 'Amit Metaliks Limited' to the facts of the case, concluding that the distribution should be made on a pro-rata basis according to the admitted claims of the secured creditors.Treatment of Competing Arguments: The Tribunal addressed the arguments from the appellants, who cited various legal precedents and reports to justify distribution based on security interest. However, the Tribunal found these arguments unpersuasive in light of the binding precedent set by 'Amit Metaliks Limited.'Conclusions: The Tribunal concluded that the distribution methodology adopted by the Liquidator was incorrect and directed a re-distribution of the proceeds in accordance with the admitted claims of the creditors.Impact of Interim Orders and UndertakingsRelevant Legal Framework: The Tribunal considered the undertakings given by the secured creditors under Regulation 43 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016.Court's Interpretation and Reasoning: The Tribunal reasoned that such undertakings were intended to ensure that any excess distribution could be adjusted based on future legal determinations and did not alter the statutory requirements for distribution.Conclusions: The Tribunal held that the undertakings did not preclude the re-distribution of proceeds as per the legal requirements under Section 53(1).3. SIGNIFICANT HOLDINGSCore Principles Established: The Tribunal reaffirmed the principle that distribution of liquidation proceeds should be based on the admitted claims of creditors rather than the value of their security interests, aligning with the Supreme Court's decision in 'Amit Metaliks Limited.'Final Determinations on Each Issue: The Tribunal dismissed the appeals and upheld the Adjudicating Authority's order directing re-distribution of proceeds on a pro-rata basis among secured creditors.Verbatim Quotes of Crucial Legal Reasoning: The Tribunal emphasized that 'distribution amongst the Secured Creditors has to be on the basis of their admitted claim, which is the statutory scheme delineated by Section 53(1) and the law declared by the Hon'ble Supreme Court existing as on date in 'Amit Metaliks Limited'.'Impact of Supreme Court's Pending Decisions: The Tribunal clarified that the distribution is subject to any future orders by the Supreme Court, particularly in the pending Civil Appeal Diary No. 11060/2021.The Tribunal's decision underscores the importance of adhering to statutory provisions and binding judicial precedents in insolvency proceedings, ensuring equitable treatment of creditors based on their admitted claims.