2025 (9) TMI 247 - AT - GST

Resolution applicant not liable for predecessor's failure to pass Input Tax Credit; proceedings closed under s.171 CGST

GSTAT-AT held that the claims/benefits extinguished due to non-submission of documents by the pre-insolvency entity cannot be imputed to the resolution ... Demand of GST against failure to pass the Input Tax Credit - Scope of order of NAA under GST - Effect of Approval of Resolution Plan - The Pr. DG has sought legal opinion of the Senior Standing Counsel of the Income Tax Department and Advocate on Record - In reply to such queries made by the Pr. DG, the Learned Senior Standing Counsel who is also representing the DGAP on different matters before the Delhi High Court has given its given specific reasons and opinion. The opinion concluded that: 'In light of the above discussion, it can be concluded that the claims/benefit that could not be quantified because of the non-submission of the documents by M/s Puma Realtors will stand extinguished and the Resolution Applicant cannot be held accountable for the action of M/s puma Realtors in not passing of the benefit of ITC to the eligible recipient under Section 171 of the CGST Act, 2017 after approval of the resolution plan.' HELD THAT:- In view of the clear legal position, as submitted through the written opinion quoted above, we are in agreement with the submissions made by the Sr. Standing Counsel and, therefore, don’t find any reasonable or plausible cause to proceed further in the matter. In that view of the matter the proceeding on Section 171 is hereby closed. The notice issued by the DGAP is hereby set aside. ISSUES PRESENTED AND CONSIDERED 1. Whether benefits of Input Tax Credit (ITC) that accrued under the Goods & Services Tax (GST) regime, which could not be quantified due to non-submission of requisite documents before insolvency proceedings concluded, fall within the ambit of the Insolvency and Bankruptcy Code (IBC) and are subject to extinguishment on approval of a resolution plan. 2. Whether an approved resolution applicant can be held accountable under Section 171 of the CGST Act, 2017 for passing on profiteered amounts (benefit of ITC) that were not quantified and were not included as claims in the approved resolution plan. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Legal framework 3. The IBC contains a non-obstante clause (Section 238) providing that the Code prevails over any inconsistent law, such that the IBC's regime for claims, moratorium and resolution plans governs treatment of claims arising prior to approval of a resolution plan. 4. Under the IBC, once a resolution plan is approved by the Adjudicating Authority under Section 31, claims not included in the resolution plan stand frozen/extinguished and cannot thereafter be pursued against the corporate debtor. Issue 1 - Precedent treatment 5. The approach in Essar Steel (Supreme Court) emphasizes that a resolution applicant must know all claims and must not be saddled with undecided/latent claims post-approval of a resolution plan; claims must be submitted and decided by the resolution professional during the CIRP so that a prospective resolution applicant takes over on a known slate. 6. Ghanashyam Mishra and Sons v. Edelweiss (Supreme Court) is treated as authoritative that once a resolution plan is approved, claims and dues not part of the plan stand extinguished, including statutory dues owed to government authorities for the pre-plan period. Issue 1 - Interpretation and reasoning 7. Applying the IBC's non-obstante clause and the cited precedents, benefits of ITC that accrued prior to approval of the resolution plan but were not quantified or included as claims in the resolution process are claims falling within the CIRP window and subject to the IBC architecture for submission, admission and inclusion in the plan. 8. Where the period to submit claims lapsed and the resolution professional did not address the specific claim (here, unquantified ITC benefits), the approved plan freezes extant claims and extinguishes those not part of the plan. Issue 1 - Ratio vs. Obiter 9. Ratio: The operative legal principle applied is that once a resolution plan is approved, claims not included therein are extinguished and cannot be pursued - the IBC's non-obstante clause ensures its primacy over other statutes for pre-plan claims. 10. Obiter: Observations about practical difficulties in quantification or the characterization of recipients as 'voiceless, unorganized and scattered' inform context but do not alter the binding effect of the IBC framework as applied. Issue 1 - Conclusions 11. The benefit of ITC accruing prior to the approval of a resolution plan, which was not quantified/submitted as a claim during CIRP, falls within the IBC regime and stands extinguished upon approval of the resolution plan; such benefit cannot be pursued thereafter against the corporate debtor. Issue 2 - Legal framework 12. Section 171 of the CGST Act, 2017 creates an obligation to pass on benefit of ITC to eligible recipients, and DGAP or relevant revenue authorities may investigate and determine profiteering; however, the interaction with IBC determines the enforceability of such claims against a corporate debtor post-resolution. Issue 2 - Precedent treatment 13. Essar Steel and Ghanashyam Mishra principles were followed to the effect that a successful resolution applicant should not be exposed to unresolved claims post-approval; claims not included in the plan cannot be imposed on the resolution applicant subsequently. Issue 2 - Interpretation and reasoning 14. The Tribunal interprets the combined effect of the IBC's non-obstante clause and Supreme Court jurisprudence as barring the imposition of previously unquantified statutory claims (here, alleged profiteering/ITC pass-through obligations) on an approved resolution applicant when such claims were not part of the approved plan. 15. The reasoning accepts that the inability to quantify the alleged profiteering prior to plan approval (owing to non-submission of documents by the corporate debtor) does not revive the claim against the resolution applicant once the plan is approved and the statutory window for claims has lapsed. Issue 2 - Ratio vs. Obiter 16. Ratio: A resolution applicant cannot be held liable for claims/benefits of ITC that were not included in the approved resolution plan and that relate to the pre-approval period; such claims stand extinguished by operation of the IBC and relevant Supreme Court precedent. 17. Obiter: Comments regarding the role of investigation agencies and practical steps for claim quantification are ancillary and do not alter the primary holding on extinguishment. Issue 2 - Conclusions 18. The approved resolution applicant cannot be made accountable under Section 171 of the CGST Act for passing on ITC benefits that were not quantified and were not incorporated in the resolution plan approved by the Adjudicating Authority; any enforcement action in respect of such pre-plan claims is precluded by the IBC. Cross-references and remedial outcome 19. Cross-reference: Issues 1 and 2 are interrelated - the IBC's treatment of pre-plan claims (Issue 1) directly determines the liability of a resolution applicant for statutory obligations under the CGST Act (Issue 2). 20. Practical outcome applied by the Tribunal: In light of the foregoing legal position and precedents, the Tribunal closed proceedings under Section 171 and set aside the notice issued by the investigating authority insofar as it sought to hold the resolution applicant responsible for pre-plan, unquantified ITC benefits.