2022 (10) TMI 1241 - Tri - Insolvency and Bankruptcy

Approval of the resolution plan under the provisions of Section 31(1) of IBC - HELD THAT - The instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Application allowed.

Summary

Issues Involved:
1. Approval of the resolution plan under Section 31(1) of the Insolvency and Bankruptcy Code, 2016.
2. Compliance with Section 30(2) of the Insolvency and Bankruptcy Code, 2016.
3. Compliance with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.
4. Binding nature of the resolution plan on stakeholders.
5. Extinguishment of claims not part of the resolution plan.
6. Amendments to the Memorandum of Association (MoA) and Articles of Association (AoA).
7. Cessation of the moratorium under Section 14 of the Code.
8. Supervision and implementation of the resolution plan.
9. Forwarding records to the Insolvency and Bankruptcy Board of India (IBBI).

Issue-wise Detailed Analysis:

1. Approval of the resolution plan under Section 31(1) of the Insolvency and Bankruptcy Code, 2016:
The application was moved by the Resolution Professional (RP) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016, for approval of the resolution plan for the Corporate Debtor, Uttam Galva Steels Limited. The resolution plan was approved by 100% voting share of the Committee of Creditors (CoC) after considering its feasibility, viability, and manner of distribution.

2. Compliance with Section 30(2) of the Insolvency and Bankruptcy Code, 2016:
The resolution plan was found to be compliant with Section 30(2) of the Code, which mandates the payment of insolvency resolution process costs in priority, repayment of debts of operational creditors, management of the Corporate Debtor's affairs post-approval, implementation and supervision of the resolution plan, and adherence to applicable laws. The RP submitted a compliance certificate in "FORM H" confirming these requirements.

3. Compliance with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016:
The resolution plan complied with Regulations 37, 38, 38(1A), and 39(4) of the CIRP Regulations. The plan addressed the interests of all stakeholders, including financial and operational creditors, and provided for the payment of debts in accordance with Section 53 of the Code. The RP confirmed that the resolution plan met the mandatory contents and other compliance requirements specified under the CIRP Regulations.

4. Binding nature of the resolution plan on stakeholders:
The approved resolution plan is binding on the Corporate Debtor, its employees, members, creditors (including the Central Government, State Government, or any local authority), guarantors, and other stakeholders involved in the resolution plan. This ensures that all parties adhere to the terms and conditions set forth in the plan.

5. Extinguishment of claims not part of the resolution plan:
In line with the Supreme Court judgment in Ghanshyam Mishra and Sons Private Limited v/s Edelweiss Asset Reconstruction Company Limited, all claims not part of the resolution plan stand extinguished upon approval of the plan by the Adjudicating Authority. No person is entitled to initiate or continue any proceedings in respect of such claims.

6. Amendments to the Memorandum of Association (MoA) and Articles of Association (AoA):
The resolution plan mandates amendments to the MoA and AoA of the Corporate Debtor, which shall be filed with the Registrar of Companies (RoC), Mumbai, Maharashtra. These amendments are necessary for the effective implementation of the resolution plan.

7. Cessation of the moratorium under Section 14 of the Code:
The moratorium imposed under Section 14 of the Code ceases to have effect from the date of approval of the resolution plan. This allows the Corporate Debtor to resume normal operations and activities as per the approved plan.

8. Supervision and implementation of the resolution plan:
The RP is tasked with supervising the implementation of the resolution plan and filing status reports with the Adjudicating Authority periodically, preferably every quarter. This ensures continuous monitoring and adherence to the plan's provisions.

9. Forwarding records to the Insolvency and Bankruptcy Board of India (IBBI):
The RP is required to forward all records relating to the conduct of the CIRP and the resolution plan to the IBBI along with a copy of the approval order. This ensures transparency and regulatory compliance.

Order:
The application IA No. 1271 of 2021 in CP 920 of 2020 is allowed. The resolution plan is approved and becomes effective from the date of the order. It binds all stakeholders and involves amendments to the MoA and AoA, cessation of the moratorium, and continuous supervision by the RP. The RP is to send certified copies of the order to the CoC and the Resolution Applicant for necessary compliance.