2025 (10) TMI 1325 - HC - GST

Approved resolution plans extinguish claims not included in the plan, including pre-approval statutory dues, from approval date

HC held that claims not incorporated in an approved resolution plan are extinguished as of the plan's approval, including pre-approval statutory dues, ... Maintainability of petition - availability of alternative remedy - GST dues for period prior to approval of Resolution Plan will extinguish after approval of Resolution PLan or not - HELD THAT:- On the date of approval of the Resolution Plan by the adjudicating authority, all such claims, which are not part of the Resolution Plan, shall stand extinguished and no person will be entitled to continue any proceedings in respect to a claim, which is not a part of the Resolution Plan. Consequently, all the dues including the statutory dues both to the Central Government and any State Government or any local authority, if not a part of the Resolution Plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 of the IBC would be continued. The Hon’ble Supreme Court, in Ghanashyam Mishra and Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited and Ors. [2021 (4) TMI 613 - SUPREME COURT] and Vaibhav Goel v. DCIT [2025 (3) TMI 1052 - SUPREME COURT] has, in unequivocal terms held that all such claims which are not part of the Resolution Plan, shall stand extinguished and no person shall be entitled to continue any proceedings in respect to a claim, which is not part of the Resolution Plan. The Court also held that 2019 amendment to Section 31 of the Code is only clarificatory and declaratory in nature and therefore, will be effective from the date on which the Code has come into effect. The Court clearly held that all the dues including the statutory dues both to the Central Government or any State Government or any local authority, if not a part of the Resolution Plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 of the IBC would be continued. The Court also declared that the Respondents before it were not entitled to recover any claims or claim any debts owed to them from the corporate debtor accruing prior to the transfer date. Given the clear pronouncement by the Hon’ble Supreme Court Respondents were not justified in issuing the show-cause notice dated 27 November 2024 and disposing of the show-cause notice by making an order dated 27 February 2025. The proceedings post 11 August 2023 were in the teeth of the law laid down by the Hon’ble Supreme Court and consequently, must be held to be held to be wholly without jurisdiction. The impugned order dated 25 February 2025 is quashed and set aside - petition allowed. ISSUES PRESENTED AND CONSIDERED 1. Whether statutory dues (CGST) for periods prior to the approval of a resolution plan under the Insolvency and Bankruptcy Code (IBC) survive the adjudicating authority's approval of the resolution plan, or are extinguished and cannot be recovered directly by taxing authorities. 2. Whether tax/other authorities may continue or initiate recovery proceedings post-approval of a resolution plan when such claims were not part of the approved plan. 3. Whether the existence of an alternate and efficacious remedy (such as statutory appeal) bars the High Court from entertaining a petition challenging an order of tax demand made after approval of a resolution plan, in view of binding Supreme Court precedent. 4. Whether proceedings and orders made by authorities in respect of pre-approval claims after the approval date are without jurisdiction and liable to be quashed. ISSUE-WISE DETAILED ANALYSIS Issue 1 - Extinguishment of pre-approval statutory claims upon approval of a resolution plan Legal framework: The IBC regime, particularly Section 31 (approval of resolution plan) and related provisions governing the effect of an approved resolution plan on claims against the corporate debtor; statutory dues and claims of central/state/local authorities for periods prior to approval. Precedent Treatment: The Court treated the decisions of the Supreme Court in Ghanashyam Mishra and related decisions (including Vaibhav Goel) as binding authority on the point, and relied on later Supreme Court pronouncements construing Section 31 and the effect of the 2019 amendment as clarificatory. Interpretation and reasoning: The Court reasoned that once a resolution plan is duly approved by the adjudicating authority, claims not included in the resolution plan stand frozen and are extinguished; claimants must proceed through the corporate debtor pursuant to the approved plan. The 2019 amendment to Section 31 is declaratory/clarificatory and applies from the commencement of the Code, reinforcing that statutory dues not part of the plan cannot be separately pursued for the pre-approval period. The Court emphasized the unequivocal language in Supreme Court decisions to the effect that such dues are extinguished and no proceedings in respect of such dues for the pre-approval period may be continued. Ratio vs. Obiter: Ratio - The binding proposition adopted is that approval of a resolution plan extinguishes pre-approval claims not included in the plan, and such claims cannot be pursued by taxing or other authorities. The characterization of the 2019 amendment as clarificatory is taken as part of the binding ratio in the cited Supreme Court decisions. Conclusions: Pre-approval statutory dues (including CGST for the relevant assessment year) which were not part of the approved resolution plan were extinguished on approval; the taxing authority could not validly pursue recovery of such dues after the approval date. Issue 2 - Validity of post-approval show-cause notice and demand/orders by authorities in respect of extinguished claims Legal framework: The effect of an approved resolution plan on the jurisdiction of revenue/tax authorities to issue show-cause notices or pass demand orders in respect of claims arising prior to the resolution plan approval date. Precedent Treatment: The Court followed Supreme Court authority holding that continuation of proceedings against the corporate debtor or direct recovery by third parties post-approval, in respect of pre-approval claims not included in the plan, is impermissible. Interpretation and reasoning: Applying the binding precedent, the Court found that issuing a show-cause notice dated after the resolution plan approval and later passing an order of demand was contrary to law because the claims in question ceased to subsist on approval. The Court noted the absence of any record indicating intervention by the taxing authority in the insolvency process or inclusion of the dues in the resolution plan. Given that, post-approval proceedings in respect of such claims were held to be in direct conflict with the Supreme Court rulings and therefore without jurisdiction. Ratio vs. Obiter: Ratio - Post-approval show-cause/demand proceedings in respect of pre-approval claims not part of the resolution plan are void for want of jurisdiction. Conclusions: The post-approval show-cause notice and consequent order demanding CGST for the pre-approval period were impermissible and must be quashed as being in the teeth of binding precedent. Issue 3 - Obligation of administrative authorities to follow binding Supreme Court precedent and consequences of non-compliance Legal framework: Principle of compliance with binding judicial precedent; remedial consequences where authorities continue proceedings despite clear Supreme Court authority. Precedent Treatment: The Court relied upon Supreme Court observations (including in a matter noting continuation of proceedings post-Ghanashyam Mishra) which characterized continuation of proceedings despite clear precedent as improper, even observing the possibility of contempt where authorities continue proceedings after being specifically apprised of controlling decisions. Interpretation and reasoning: The Court observed that the respondents were bound to follow the controlling Supreme Court decisions and should have discharged the show-cause notice upon being shown the law. Failure to do so rendered subsequent proceedings improper; continuation of proceedings after notice of controlling authority was described as contemptuous in earlier Supreme Court discourse, although remedial treatment there stopped short of conviction. The present facts showed no steps by taxing authorities to protect or pursue claims within the insolvency process or to secure inclusion in the resolution plan; instead they issued proceedings contrary to the settled law. Ratio vs. Obiter: Ratio - Administrative authorities must abide by binding Supreme Court precedent; continuing proceedings contrary to such precedent renders those proceedings invalid. Obiter - References to contempt consequences were descriptive of Supreme Court views in other matters and not necessary to the disposal here. Conclusions: The taxing authorities erred in not following binding Supreme Court precedent; their continued proceedings were unlawful and justified quashing of the impugned order. Issue 4 - Maintainability: whether alternative and efficacious remedy should have barred relief before the High Court Legal framework: Principles governing exercise of judicial discretion where alternate statutory remedies (e.g., appeals) are available - normally courts decline writ relief if efficacious alternate remedy exists unless exceptional circumstances justify relief. Precedent Treatment: The Court acknowledged the general rule but considered exceptional features of the case in light of binding Supreme Court precedent directly on point. Interpretation and reasoning: Although respondents contended that the petitioner had alternate and efficacious statutory remedies and the writ petition should therefore be declined, the Court found this to be an exceptional case. The predominant reason was that the legal position was settled by binding Supreme Court decisions which clearly prohibited the contested post-approval recovery; thus relegating the petitioner to an appeal would be unjust, especially where the respondents ignored the resolution order and pursued proceedings that were contrary to settled law. The Court further observed absence of any participation by tax authorities in the insolvency process to seek inclusion of claims in the plan, which heightened the inequity of forcing the petitioner to pursue alternate remedies after being subjected to proceedings in breach of settled law. Ratio vs. Obiter: Ratio - Where authorities proceed in clear violation of binding Supreme Court precedent extinguishing claims, the court may entertain relief notwithstanding the existence of an alternate remedy; relegation to appeal is not mandatory in such exceptional circumstances. Conclusions: The writ petition was maintainable and appropriately entertained given the clear, binding precedent and the exceptional facts (post-approval proceedings contrary to the resolution order and controlling law). Relief and Disposition Applying the foregoing legal analysis and the binding Supreme Court authorities, the Court concluded that the impugned post-approval show-cause notice and the subsequent demand/order regarding pre-approval CGST dues were contrary to law and without jurisdiction, and therefore quashed and set aside the impugned order. The rule was made absolute without costs.