Back
2025 Supreme(Online)(NCLT) 2498
NATIONAL COMPANY LAW TRIBUNAL
Bidisha Banerjee, Siddharth Mishra, JJ
Jai Prakash Jaiswal – Appellant
Versus
Sanjai Kumar Gupta – Respondent
I.A. (Companies Act) No. 227/KB/2024 | I.A. (Companies Act) No. 63/KB/2023 | T.P. No. 5/KB/2023
For the Applicant: Mr. Shaunak Mitra, Adv., Mr. Rohit Kr. Keshri, Adv., Mr. Ankit Chaurasia, Adv.
For the Resolution Professional: Mr. Rishav Banerjee, Adv., Mr. Dripto Majumdar, Adv., Mr. Chandan Mohata, Adv.
For the CoC: Mr. Santosh Kr. Ray, Adv., Ms. Muskan Saha, Adv., Ms. Ashmita Lohia, Adv.
The Tribunal upheld the commercial wisdom of the Committee of Creditors in re-running the CIR process and allowing revised plans, emphasizing minimal judicial interference.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5) - Application for directions regarding the publication of Form G and approval of Resolution Plan - Applicant, a suspended director, challenged the validity of the Form G and sought to include a Resolution Plan - The Tribunal found that the Committee of Creditors (CoC) acted within its commercial wisdom and allowed all prospective resolution applicants to submit revised plans based on fresh information. (Paras 12, 14)
(B) Commercial Wisdom - The decision-making process of the CoC is subject to minimal judicial review, emphasizing the principle of commercial wisdom as upheld by the Apex Court. (Paras 14)
Facts of the case:
The applicant, a suspended director of the corporate debtor, contested the publication of Form G and the validity of certain lease deeds, asserting that he was unaware of them and questioning their authenticity. The CoC decided to publish a fresh Form G to maximize asset value after discovering new leasehold lands.
Findings of Court:
The Tribunal upheld the CoC’s decision to re-run the CIR process, allowing all PRAs to submit revised plans, indicating no infirmity in the revised Information Memorandum.
Issues: The main issues revolved around the validity of the lease deeds and the authority of the applicant to challenge the CoC’s decisions.
Ratio Decidendi: The Tribunal ruled that the CoC's decisions, made unanimously, reflect commercial wisdom and warrant minimal interference from the Tribunal.
Result: The application is dismissed.
| Table of Content |
|---|
| 1. application under ibc regarding form g and resolution plan. (Para 2 , 4 , 5 , 10) |
| 2. arguments presented by the rp against the applicant's claims. (Para 6 , 8 , 9) |
| 3. court's observations on coc's decision-making process. (Para 11 , 12) |
| 4. final conclusion of the court dismissing the application. (Para 14 , 15) |
ORDER
Per: Bidisha Banerjee, Member (Judicial)
1. The Court congregated through a hybrid mode.
2. Jai Prakash Jaiswal, hereinafter referred to as “Applicant”, being a suspended director of the corporate debtor company – Shree Sanyeeji Steel & Power Limited, has preferred this application under Section 60(5) of the Insolvency and Bankruptcy Code, 2016, for brevity, “I&B Code” against Sanjai Kumar Gupta, RP of the corporate debtor, hereinafter referred to Respondent No. 1, and the members of the CoC (Respondent No. 2 – 4), praying for the following reliefs:
a. Direction that the Form G published on 04.12.2024, be declared null and void.
b. Direction that the Resolution Plan filed based on Form G on 21.05.2023 and the Information Memorandum on 27.05.2024 be considered for approval.
c. Such further order(s) which may be deemed fit and proper.
3. Further, the interim order has been sought for as under:
a. Direction that until the physical identification, possession and valuation of the schedule of property mentioned in the alleged lease deed, the Form G and its timeline be stayed.
b. Such further order(s) which may be deemed fit and proper.
4. The applicant contends that this Tribunal allowed the applicant, being the registered MSME promoter of the corporate debtor, to participate in the process and furnish a resolution plan vide Order dated 13.06.2024, and accordingly a resolution plan based on the EoI published on 21.05.2024, was submitted. Subsequently, the applicant was declared the H1 bidder by the CoC on 13.11.2024. However, on 21.11.2022, the RP revealed two lease deeds claiming to have been allegedly executed in the name of the company by one of the ex-directors, namely, Vishal Poddar. After going through the contents of the said two lease deeds, the applicant learnt that there was a transaction for an amount of Rs. 10 Lakh. The applicant alleges that the said Vishal Poddar was never authorised by the corporate debtor company to enter into any lease deed, and the applicant was not aware of the said alleged lease deeds. Accordingly, the genuineness of the said alleged lease deeds was questioned by the applicant before the CoC meeting convened on 25.11.2024. The said meeting was adjourned on 27.11.2024, and the RP on that day proposed to re-publish the Form G again, and the same was put for voting before the CoC without any physical identification and valuation of the said alleged lease land.
5. The applicant further contends that a written objection was given on 24.11.2023, and on 03.12.2024, the CoC approved the publication of a fresh Form G and accordingly got published on 04.12.2024.
6. Per contra, the RP would assert that the applicant, being a suspended director of the corporate debtor, cannot question the commercial wisdom of the CoC. It is contended that though the applicant was the H1 bidder, the applicant’s plan sought release of personal guarantee and corporate guarantee, which the applicant ought to discuss with the CoC. Thus, at the 16th CoC meeting, it was decided that in the next meeting, all the PRAs would submit their revised plan. As such, no vested right or any right at all accrued to the applicant.
7. It is submitted that the RP came to learn that the corporate debtor owns two more assets in the form of leasehold land parcels aggregating an area of around 9 acres at Baruipur and Bhangore by way of two lease agreements. At the 17th CoC meeting convened on 21.11.2024, the discovery of the said assets was discussed, and the applicant expressed his unawareness of the said leased land.
8. It is further submitted that at the 18th CoC meeting convened on 25.11.2024, the CoC decided to publish a fresh Form
