TaxTMI 
TaxTMI 
2025 (1) TMI 1753
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.... Debtor"), assailing the order dated 28.08.2025 ("Impugned Order") passed by the Ld. National Company Law Tribunal, Indore Bench ( "Adjudicating Authority") in I.A (Plan) No. 02 of 2025 in CP (IB) No. 81 (MP) of 2022, whereby the Ld. Adjudicating Authority, while approving the Resolution Plan dated 10.04.2025, imposed certain conditions and introduced certain modifications in the Resolution Plan and the Appeal has been confined to the limited extent of assailing only the conditions/ modifications imposed by the Ld. Adjudicating Authority in paragraph 25 of the Impugned Order, with regard to the Resolution Plan submitted by the Appellant. 2. Brief factual matrix pertaining to this appeal is that on a Company Petition filed under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("Code") by Amar Construction, being an Operational Creditor of the CD, the Corporate Insolvency Resolution Process (CIRP) was initiated against the Corporate Debtor vide order dated 22.03.2024 passed by the Ld. Adjudicating Authority and Mr. Satyendra Sharma was appointed as the Interim Resolution Professional ("IRP"). Pursuant to the Public Announcement, the IRP collated all claims submitted by credi....
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....esolution Plan in para No. 25 of the order. 5. Aggrieved by imposition of these conditions and modifications, this appeal has been preferred by the SRA/Appellant praying to modify the impugned order 28.08.2025, to the extent it restrains the appellant from utilising the funds available in the current account of the CD for making payments to the creditors under the plan. 6. Ld. counsel or the appellant submits that the Ld. Adjudicating Authority has committed manifest illegality in imposing the conditions contrary to the express terms of the Resolution Plan which was approved by the CoC of the Corporate Debtor under their commercial wisdom, especially when the Resolution Plan categorically stipulates that the funds available with the Corporate Debtor shall be utilized towards making payments to the creditors. Furthermore, under the Resolution Plan, a specific amount of INR 15,00,000/- (Rupees Fifteen Lakhs only) has been duly earmarked towards provident fund dues against any contingent claim. 7. It is further submitted that all the conditions and modifications imposed by the Ld. Adjudicating Authority are wholly unsustainable and liable to be set aside and that the Ld. Adju....
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.... tribunal that Ld. Adjudicating authority cannot venture into the commercial aspects of the resolution plan and nor it is competent to impose any condition contrary to or in addition to its terms. 13. Ld. Counsel for the Appellant has relied on the following case laws: - (i) Jaypee Kensington Boulevard Apartments Welfare Association v NBCC (India) Limited, (2022) 1 SCC 401; (ii) SREI Multiple Asset Investment Trust Vision India Fund v Deccan Chronicle Marketeers and Others Civil Appeal No. 1706 of 2023; (iii) Mathuraprasad C. Pandey and Ors. Vs. Partiv Parikh RP of M.V. Omni Projects (India) Ltd. 2022 SCC OnLine NCLAT 1608; (iv) JSW Steel Ltd. v. Ashok Kumar Gulla & Ors. Company Appeal (AT) (Insolvency) No. 467 of 2019; and (v) Pioneer Engineering Industries v. Anjali Capfin Pvt Ltd & Ors Company Appeal (AT) (INS) NO.1382 OF 2024. 14. Ld. counsel for the Respondent no. 1 & 2 also supports the submission made by Ld. Counsel for the appellant by submitting that there was no jurisdiction with the Adjudicating Authority to have imposed any condition on the resolution Plan approved by the COC, more so contrary to the specific terms of t....
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....porate Debtor vide order dated 22.03.2024 passed by the Ld. Adjudicating Authority on a Company Petition filed by the Amar Construction under Section 9 of the Insolvency and Bankruptcy Code, 2016 and Mr. Satyendra Sharma was appointed as the Interim Resolution Professional of the CD. 20. It is further reflected that in pursuance to the public announcement, claims were submitted by the creditors and IRP collated claims and constituted the Committee of Creditors in terms of Section 21 of the Code comprising CFM Asset Reconstruction Pvt. Ltd. (93.31%), Big Tree Entertainment Pvt. Ltd (3.23%), One 97 Communication Ltd. (2.20%), Hewett Packard Financial Service Pvt. Ltd. (1.00%) and Vekatash Griha Nirman Pvt. Ltd (0.17%). In the meeting of the COC held on 02.05.2024 the IRP was replaced with Mr. Ashok Kumar Gulla as the Resolution Professional, which was also confirmed by the Ld. Adjudicating Authority. 21. The RP on 05.07.2024 issued the Form- G however no EOI was received, the CoC in its 5th (meeting resolved to re-issue Form - G in terms of Regulation 36B(6A) of the CIRP Regulations, 2016 and the Form-G was again issued. The CoC in its 6th (sixth) meeting approved the resolutio....
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....r Section 30 of the Code seeking approval of the Resolution Plan as approved by the CoC. The Ld. Adjudicating Authority vide order dated 28.08.2025 approved the Resolution Plan, whereby the Ld. Adjudicating Authority in paragraph number 25 also held as under: "25. The Resolution Plan is approved subject to the following additional conditions: • Form H notes that the Corporate Debtor has at present funds lying in the current account of around Rs 20. 0 crores and states that the same is sufficient to meet the Insolvency Resolution Process Cost and Liquidation Cost, if any. The Tribunal directs that these funds shall be used for the business of the Corporate Debtor and only funds contributed by the RA as per Resolution Plan should be used to pay all the creditors as per the submitted Plan. The Monitoring Committee should monitor that the funds are not misused during the monitoring period. • An IA is filed on 09.06.2025 by the Employees Provident Fund Organization and is pending for the Adjudication. The RP is directed to ensure that the pleadings are completed to enable this Tribunal to decide the application within a period of 60 days. The distribut....
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....rity finds any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by the Code and exposited by this Court." 28. In SREI Multiple Asset Investment Trust Vision India Fund v. Deccan Chronicle Marketeers and Others, 2023 SCC OnLine SC 298, Hon'ble Supreme Court held as under:- "21. The NCLAT, after taking into consideration the material available on record and Clause 11.12 of the Resolution Plan, in para 16 of the order of the adjudicating authority (NCLT) returned a finding that the ownership of the Corporate Debtor declared over the trademark after the approval of the Resolution Plan by the CoC, would amount to modification/alteration of the approved Resolution Plan by CoC which is impermissible in law and is not in terms of Section 60(5) of IBC." 22. It has not been disputed by learned counsel for the appellant that once the Resolution Plan stands approved, no alterations/modifications are permissible. It is either to be approved or disapproved, but any modification after approval of the Resolutio....
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....making alteration or modification in the resolution plan. In view of the statutory provisions as contained in Section 31 of the IBC we are satisfied the learned Adjudicating Authority to some extent exceeded its jurisdiction in modifying/altering the conditions in the resolution plan which has been done in para 15 of the impugned order which we have already quoted hereinabove. In such view of the matter the appeal i.e. Company Appeal (AT)(Ins) No. 201/2021 can be allowed and it is held that the condition in para 15 of the impugned order shall not be looked into or may not be taken note of." 31. In JSW Steel Ltd. v. Ashok Kumar Gulla & Ors. [Company Appeal (AT)(Ins) NO. 467 of 2019] this Appellate Tribunal held in para No.10 that "10. We agree with the submissions made on behalf of the appellant that the Adjudicating Authority has no jurisdiction to impose such conditions with regard to amount as may be recoverable by the "corporate debtor" in future." 32. This Appellate Tribunal in Calyx Chemicals and Pharmaceuticals Private Limited Vs RAVINDRA N. ATHAVALE & ORS. Company Appeal (AT) (Insolvency) No. 522 of 2024: (2024) ibclaw.in 840 NCLAT held as under: "29.....
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....ch is not in the interest of CIRP, nor in the interest of Corporate Debtor. The Corporate Debtor has to be revived with speed and in timelines, which has been prescribed in the CIRP. Once, the said object is achieved, the same shall not be allowed to frustrate on the grounds, which have been raised before the Adjudicating Authority in the present case. We may notice that in this Appeal, an interim order was passed on 21.09.2022, staying the further process in pursuance of the impugned order dated 06.09.2022, which order is still continued." 34. Hon'ble Supreme Court in Committee of Creditors of Essar Steel India Limited Through Authorised Signatory Vs Satish Kumar Gupta & Ors. CIVIL APPEAL NO. 8766-67 OF 2019 DIARY NO. 24417 OF 2019 (2020) 8 SCC 531, had occasion to consider the scope of judicial review of the Adjudicating Authority in the context of Resolution Plan approved by the CoC and held as under: "46. This is the reason why Regulation 38(1A) speaks of a resolution plan including a statement as to how it has dealt with the interests of all stakeholders, including operational creditors of the corporate debtor. Regulation 38(1) also states that the amount due to op....
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....thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal." 35. This appellate tribunal in Tarini Steel Company Pvt. Ltd. vs. Trinity Auto Components Ltd. & Anr. [CA (AT) (Ins) No. 75 of 2018] held as under: "3. Learned Counsel for the appellant submits that the adjudicating authority has no jurisdiction to modify the 'resolution plan' once approved by the Committee of Creditors. However, if such submission is accepted in that case then only recourse will be available to the adjudicating authority is to reject the resolution plan, being not satisfied with the resolution plan. 36. State Bank of India & Ors. vs. The Consortium of Mr. Murari Lal Jalan and Mr. Florian Fritsch and Anr., (2024) ibclaw.in 290 SC, "114. However, the intent of the legislature is very clear on the aspect that once a Resolution Plan is approved by the Adjudicating Authority i.e., the NCLT, it becomes binding on all the stakeholders involved in the Resolution Plan. Section 31(1) of the IBC, 2016 reads as th....
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....2) or if the resolution applicant becomes ineligible or breaches conditions of the plan after approval. The commercial wisdom of the CoC is given paramount status and is not to be interfered by the Adjudicating Authority. 38. This Appellate Tribunal in "Noble Marine Metals Co WLL vs. Kotak Mahindra Band Ltd. and Anr. - Company Appeal (AT) (Insolvency) No. 653 of 2022" held that the law is well settled that after approval of the resolution plan, it is binding on the CoC. In paragraph 8 of the judgment, following was stated: - "8. The law is thus well settled that Resolution Plan is approved by the CoC is binding between the CoC and SRA. The question to be considered in this Appeal is as to whether, there are any circumstances and conditions, where Resolution Plan can be sent back for carrying out any changes. In this context, we refer to the Judgement of the Hon'ble Supreme Court in "Committee of Creditors of Essar Steel India Ltd. Vs. Satish Kumar Gupta & Ors." [2020 8 SCC 531]. The Hon'ble Supreme Court in the above judgement had occasion to consider the scope of judicial review of the Adjudicating Authority in the context of Resolution Plan approved by the CoC. In par....
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....the Ld. Counsel for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 93.31% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the RA for making the plan effective after approval by this Bench. On perusal of the documents on record, we are also satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC, 2016 and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016". 40. We even at the cost of repetition reiterates that the RP in terms of the plan has constituted the Monitoring Committee comprising of the Secured Financial Creditor i.e., M/S CFM ARC Reconstruction Pvt. Ltd., Appellant/SRA and himself and in the 1st and 2nd meeting of the Monitoring Committee convened on 04.09.2025 and 25.09.2025 the issue concerning the directions passed by the Ld. Tribunal under paragraph 25 of the impugned judgment was discussed, wherein the Appellant reiterated that the directions passed by the ....