2025 (8) TMI 1541 - HC - GST

Resolution plan approval bars later creditor claims; assessment under Section 74(9) CGST/UPGST Act quashed for FY 2018-21

M/s Kay Pan Fragrance Private Limited Versus State of U.P. and Another

HC held that once a resolution plan is approved by the NCLT, other creditors are barred from raising subsequent claims as this would disrupt the ... Creation of further dues by way of passing orders, once the Resolution Plan has been approved by the NCLT - HELD THAT:- In view of the law laid down by the Supreme Court in Vaibhav Goyal & Another Vs. Deputy Commissioner of Income Tax & Another [2025 (3) TMI 1052 - SUPREME COURT], the principle is crystal clear that once Resolution Plan has been approved by the NCLT, all other creditors are barred from raising their claims subsequently, as the same would disrupt the entire resolution process. There are no reason to keep this matter pending and accordingly the impugned Assessment Order dated 29.04.2025 bearing Reference No: 03-04/GST/ADC/MRT/2025-26 passed under Section 74(9) of CGST/UPGST Act, 2017 by the Additional Commissioner [Respondent No. 2] against the Petitioner relating to financial year 2018-21, is quashed. Petition allowed. ISSUES PRESENTED AND CONSIDERED 1. Whether, upon approval of a Resolution Plan under the Insolvency and Bankruptcy Code (IBC), subsequent tax assessment orders or fresh claims by a revenue authority relating to pre-plan periods can be initiated or enforced against the successful resolution applicant or corporate debtor. 2. Whether a revenue authority is barred from quantifying or recovering statutory dues for periods prior to approval of the Resolution Plan when the department had opportunity to file a claim before the Resolution Professional. 3. Whether assessments or demands raised after approval of the Resolution Plan but referring to pre-plan periods operate as a breach of the moratorium and the 'fresh start' principle inherent in the IBC and Section 31 consequences. ISSUE-WISE DETAILED ANALYSIS - Issue 1: Validity of post-approval tax assessments against corporate debtor/resolution applicant Legal framework: Section 14 (moratorium) and Section 31(1) of the IBC (effect of approval of Resolution Plan) provide that a resolution applicant takes over subject to the approved plan and that the plan's provisions bind creditors; the IBC aims to give a fresh start to the successful resolution applicant. Precedent Treatment: Followed and applied the principle as laid down by the Supreme Court in authorities holding that statutory dues not included in the approved Resolution Plan stand extinguished and cannot be enforced thereafter; NCLAT decisions allowing post-plan claims were rejected insofar as they conflicted with Section 31 rationale. Interpretation and reasoning: The Court reasoned that permitting fresh or belated claims after approval of the Resolution Plan would undermine the IBC's object of enabling the successful resolution applicant to recommence business on a clean slate. Such post-approval assessments would create uncertainty and act as 'roadblocks' to implementation of the plan. The Court treated assessments culminating after plan approval but relating to pre-plan periods as inconsistent with the statutory scheme unless those claims were submitted and decided during CIRP. Ratio vs. Obiter: Ratio - Once a Resolution Plan is approved, fresh claims or enforcement of statutory dues for periods prior to approval which were not part of the approved plan cannot be sustained; such claims are barred insofar as they would affect the successful resolution applicant's clean slate. Obiter - Observations on the consequences of department's knowledge or failure to file a claim are explanatory of the rule but ancillary to the core holding. Conclusion: Post-approval tax assessment orders in respect of pre-plan periods are quashed where they were not part of the approved Resolution Plan and would disrupt the resolution process. ISSUE-WISE DETAILED ANALYSIS - Issue 2: Effect of departmental participation in CIRP and filing of claims before Resolution Professional Legal framework: IBC procedure requires creditors to file claims with the Resolution Professional; claims are to be adjudicated in the CIRP so that the approved plan accounts for liabilities. The moratorium and Section 31 intend finality for claims decided during CIRP. Precedent Treatment: The Court relied on High Court and Supreme Court decisions holding that where the revenue authority had actual or constructive notice of CIRP and filed claims, it cannot later initiate proceedings resulting in fresh liabilities after plan approval. Interpretation and reasoning: The Court noted two authorities of estoppel/finality: (a) if the department filed a claim during CIRP, it cannot later resurrect a claim outside the CIRP; (b) even if the department was not formally informed, permitting post-plan assessments would allow authorities to delay quantification until after plan approval, defeating the IBC architecture. The Court rejected the argument that pending assessments for prior periods could be quantified after plan approval to saddle the resolution applicant with new liabilities. Ratio vs. Obiter: Ratio - A revenue authority that had opportunity to-and in some cases did-file claims during CIRP cannot, by post-plan assessment, impose liabilities not included in the approved plan. Obiter - Comments on hypothetical departmental ignorance explain policy but do not alter the binding effect where claims were actually filed. Conclusion: Where the department had opportunity to submit claims before the Resolution Professional (or actually did so), subsequent assessments creating new liabilities post-approval are impermissible; more generally, departments cannot preserve unquantified claims to be enforced after plan approval. ISSUE-WISE DETAILED ANALYSIS - Issue 3: Interaction between IBC's moratorium/fresh-start policy and revenue recovery proceedings Legal framework: The moratorium under Section 14 and the binding effect of an approved Resolution Plan under Section 31 collectively protect the resolution process and the successful applicant's ability to restart operations without latent encumbrances from pre-plan claims. Precedent Treatment: The Court applied Supreme Court dicta that unapproved or late claims amount to 'hydra heads' that defeat the rationale of Section 31 and that all claims must be submitted and decided in CIRP so that a prospective acquirer knows the exact liabilities. Interpretation and reasoning: The Court held that allowing assessments to mature post-approval (even if they relate to prior periods) would breach the 'Lakshman Rekha' of the Code, impede implementation of the plan, and violate the fundamental policy of granting a fresh start. The judgment emphasized that the law cannot be read to permit authorities to keep assessments pending intentionally to saddle the resolution applicant later. Ratio vs. Obiter: Ratio - Enforcement or creation of new liabilities after approval that disturb the clean slate is inconsistent with IBC's objectives and must be quashed. Obiter - Policy language stressing the Code's 'basic structure' and metaphors about dams/roadblocks elucidate reasoning but are not separate legal rules. Conclusion: The moratorium/fresh-start policy embodied in the IBC precludes post-plan enforcement of pre-plan statutory dues not included in the approved Resolution Plan; such enforcement is illegal and liable to be set aside. OVERALL CONCLUSION The impugned assessment order raising demands under the relevant GST provisions for the pre-plan period was quashed as inconsistent with the IBC's scheme once the Resolution Plan was approved; the revenue authority is barred from creating or enforcing such fresh liabilities that would disrupt the approved resolution process and the successful resolution applicant's entitlement to a clean slate.