2025 (9) TMI 1061 - HC - IBC

Interim protection granted pending IBC resolution plan implementation if petitioner deposits 50% claimed demand within one week

Max Estates Limited Versus State of U.P. and Another

HC granted interim protection to the petitioner in a dispute over Change in Shareholder/Change in Constitution related to implementation of a resolution ... Charge of 'Change in Shareholder' (CIS)/ 'Change in Constitution' (CIC) on the petitioner in relation to the implementation of the Resolution Plan approved u/s 31 of the Insolvency and Bankruptcy Code, 2016 (IBC) - transaction conducted for the implementation of the Resolution Plan of the petitioner - HELD THAT:- Considering the facts and circumstances of the case as well as the undertaking given by the petitioner, prima facie case is made out in favour of the petitioner for interim protection. The respondents are accorded three weeks' time to file counter affidavit. One week, thereafter, is accorded to file rejoinder affidavit. List thereafter - As an interim measure, it is provided that subject to deposit of 50% of demand within one week, as per the undertaking, no coercive action shall be taken against the petitioner pursuant to impugned resolution/ letter. Thereafter, the necessary permission may also be accorded to the petitioner by the Authority so that project may start. Petition disposed off. ISSUES PRESENTED AND CONSIDERED 1. Whether the transactions effectuating the implementation of a resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016 - specifically issuance of fresh equity and extinguishment of prior shareholding pursuant to a court-approved resolution plan and settlement - constitute 'Change in Shareholding' or 'Change in Constitution' under the Unified Policy, 2025, thereby attracting the Unified Policy charges (CIS/CIC). 2. Whether the Unified Policy, 2025 (Clauses 16 and 17) permitting levy of 'Change in Shareholding'/'Change in Constitution' charges is ultra vires the Constitution or suffers from excessive delegation to the extent it allows the Authority to levy such charges in the context of court-mandated/IBC-driven transfers. 3. Whether interim relief in the form of restraint on coercive action by the Authority is appropriate pending adjudication of the writ petition, having regard to the petitioner's undertaking to deposit fifty percent of the demand and the need to preserve the viability/sanctity of the approved resolution plan. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Applicability of CIS/CIC charges to implementation of an IBC Section 31 approved resolution plan Legal framework: The question arises at the intersection of (a) statutory compulsion and effect of a resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016 (which contemplates implementation steps such as issuance of equity and change of management/shareholding), and (b) municipal policy provisions in the Unified Policy, 2025 defining 'Change in Shareholding' and 'Change in Constitution' and prescribing associated charges (CIS/CIC). Precedent treatment: The judgment record contains no specific judicial precedents cited for categorical treatment of IBC-mandated reorganizations vis-à-vis municipal policy charges; the Court considered the statutory character of the resolution plan and practical consequences without invoking or distinguishing authoritative precedent. Interpretation and reasoning: The Court examined the factual matrix that the issuance of fresh equity and extinguishment of prior shareholding arose from an approved resolution plan under Section 31 IBC and related settlement recorded before the appellate forum. The Court observed that the transactions were involuntary/mandatory pursuant to the Plan Approval Order and subsequent consent order and implemented to give effect to a statutory/process-driven restructuring. The Court treated this characterisation as central to the petitioner's contention that these transactions do not fall within the normative ambit of the Unified Policy definitions (which contemplate voluntary commercial transfers/change of constitution) or, at least, that their treatment under the Policy required careful adjudication before allowing coercive enforcement. Ratio vs. Obiter: The Court's interim order does not finally decide the legal question of whether the implementation transactions categorically do or do not constitute CIS/CIC under the Unified Policy; rather, it recognized a prima facie case that IBC-mandated/consensual restructuring may be distinguishable from ordinary commercial share transfers for the purpose of the Policy. This observation is indicative of the Court's approach (prima facie reasoning) and is therefore obiter to the extent it falls short of an authoritative determination; any definitive holding on applicability is reserved for final adjudication. Conclusion: The Court did not conclusively rule on applicability but treated the petitioner's submissions as raising a serious and arguable question that warrants full adjudication. On the interim record the Court found a prima facie case to protect the implementation of the resolution plan from immediate coercive action predicated on CIS/CIC demand, subject to safeguards (deposit undertaking), so that implementation and statutory timelines under the resolution plan are not jeopardized. Issue 2 - Vires and excessive delegation challenge to Clauses 16 and 17 of the Unified Policy, 2025 Legal framework: The constitutional challenge targets the vires of policy clauses allowing the Authority to levy CIS/CIC charges, alleging constitutional invalidity and/or impermissible delegation of taxing/charging power without adequate standards. Precedent treatment: The Court did not cite or apply settled Supreme Court or High Court precedents on vires/excessive delegation in taxation/charging contexts within the interim order; the challenge was preserved for detailed consideration upon filing of counter affidavits and final hearing. Interpretation and reasoning: The Court noted the petitioner's plea that Clauses 16 and 17 are ultra vires or suffer from excessive delegation insofar as they permit levy of charges on transactions compelled by statute/court order. However, the order does not undertake a detailed constitutional analysis; instead, it directed the Authority to file responses and treated the challenge as part of the substantive controversy to be determined on merits. The Court's interim view was limited to safeguarding the implementation of the resolution plan during adjudication, not to pronouncing on vires. Ratio vs. Obiter: Any observations about potential ultra vires or excessive delegation are provisional and obiter in the interim context. There is no final ratio on constitutional validity in the order. Conclusion: The constitutional challenge remains open for final adjudication. The Court's order preserves the petitioner's challenge by restraining coercive measures pending fuller hearing; it does not invalidate Clauses 16 and 17 at this stage. Issue 3 - Appropriateness of interim relief (standards applied and relief granted) Legal framework: Interim relief in public law writs is guided by the principles of prima facie case, balance of convenience, and irreparable harm; courts may impose conditions (security/undertakings) to protect respondents' legitimate interests while preserving the status quo to prevent frustration of rights or statutory schemes. Precedent treatment: The Court applied conventional interim relief principles and did not rely on any novel or distinguishing precedent; it required the respondents to file counter-affidavits and permitted rejoinder, preserving full adjudicatory process. Interpretation and reasoning: On the material presented, the Court found a prima facie case in favour of the petitioner because (a) the transactions in question flowed from a court-approved resolution plan under IBC and a recorded settlement, (b) coercive enforcement of the CIS/CIC demand risked materially impairing implementation of the resolution plan within the limited construction period, and (c) the petitioner offered a concrete and immediate undertaking to deposit fifty percent of the demanded charge and to continue payments under the resolution plan schedule. Balancing the competing interests, the Court considered that an interim restraint on coercive action, conditioned on the deposit and continued compliance with the repayment schedule, would preserve the parties' positions and the viability of the plan without irreparably prejudicing the Authority. Ratio vs. Obiter: The procedural and equitable approach constitutes the operative decision (ratio) on interim relief in this matter: the Court granted interim protection subject to specified conditions. Ancillary remarks about the merits and policy interpretation remain provisional (obiter) pending final hearing. Conclusion: Interim relief was granted: respondents were restrained from taking coercive action pursuant to the impugned letter/resolution provided (a) fifty percent of the demanded amount is deposited by the petitioner within one week in accordance with its undertaking, and (b) the petitioner continues payments as per the existing repayment schedule. The Court also ordered time-bound pleadings (three weeks for counter, one week for rejoinder) and directed that necessary permissions for project commencement be accorded once the deposit is made, thereby protecting implementation while preserving adjudication of the substantive legal issues. Cross-references and procedural directions 1. The Court's interim order ties directly to Issue 1 and Issue 3: the provisional finding of a prima facie case on the applicability issue underpinned the grant of interim relief subject to the deposit undertaking. 2. The vires challenge to Clauses 16 and 17 (Issue 2) was retained for final adjudication; respondents were directed to file detailed replies within the stipulated time and the matter to be listed thereafter for further hearing.