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2023 Supreme(Online)(NCLT) 2825
NATIONAL COMPANY LAW TRIBUNAL
Harnam Singh Thakur, Subrata Kumar Dash, JJ
Vineet Gupta – Appellant
Versus
Akums Lifesciences Ltd. – Respondent
CA Nos. 164/2023, 181/2023 | CP (CAA) No. 81/Chd/Chd/2022
For the Appellants/Petitioners: Mr. Puneet Bali, Mr. Surjeet Bhadu, Mr. K.V. Singhal, Ms. Sanya Thakur, Mr. Veer Singh, Ms. Srishti Verma, Mr. Agam Bansal
For the Respondents: Mr. Atul V. Sood, Mr. Arora Vishwas Kumar
For the ROC: Mr. Krishan Paul Dutt, Ms. Deepmala Bagri
For Income Tax Department: Mr. Saurabh Kapoor
Court emphasized the necessity of full compliance with all steps laid out in the approved resolution plan under the Companies Act and IBC, reiterating that partial compliance is insufficient.
Headnote:(A) Companies Act, 2013 - Sections 39(4), Rule 12(1)-(2) - Insolvency and Bankruptcy Code, 2016 - Issues of compliance with the approved Resolution Plan - The Tribunal directed compliance regarding allotment of shares, filing of mandatory forms including PAS-3 with the Registrar of Companies, concluding that previous directions had not been fulfilled and required action must be taken to comply fully with statutory provisions. (Paras 2.9, 10, 12, 19)
(B) Jurisdiction - Application for recalling previous order and compliance with terms of the approved resolution plan - Clarified that the resolution plan’s implementation is incomplete until all mandated steps are executed in letter and spirit. (Para 19)
| Table of Content |
|---|
| 1. factual background regarding the resolution plan and its terms. (Para 2) |
| 2. arguments concerning compliance and interpretation of previous orders. (Para 4 , 5 , 6) |
| 3. court's observations on compliance issues and statutory requirements. (Para 9 , 10 , 12 , 19) |
| 4. final decision emphasizing the need for full compliance with the resolution plan. (Para 18 , 20) |
ORDER
CA No. 164/2023 has been filed by the applicant-erstwhile director against the Akum Lifesciences Limited (Transferor Company), Pure and Cure Healthcare Private Limited and Registrar of Companies under Rule 11 of NCLT Rules, 2016 seeking, interalia, the recalling of formal order dated 25.08.2023 issued in Form CA A-7.
CA No. 181/2023
CA No. 181/2023 is filed for placing on record the Registrar of Companies report dated 02.06.2023 in IA No. 322/2023 in CP(IB) No. 102/Chd/Chd/2018. As the report dated 02.06.203 is already on the record in CA No. 164/2023, the issues mentioned therein, are considered in the subsequent paragraphs and CA No. 181/2023 is disposed of accordingly.
CA No. 164/2023
The present application has been filed by the applicant-erstwhile director against the Transferor, Transferee Company and Registrar of Companies under Rule 11 of National Company Law Tribunal Rules, 2016 seeking, interalia, the recalling of formal order dated 25.08.2023 issued in Form CAA-7. Further, seeking compliance of order dated 08.08.2023 passed in IA No. 322/2023 in CP (IB) No. 102/Chd/Chd/2018 and order dated 24.08.2023 in CP (IB) No. 81/Chd/Chd/2022.
2. The facts stated by the applicant in the present application are as under:-
2.1. The resolution plan submitted by M/s Akums Drugs Pharmaceuticals Private Limited was approved by this Tribunal on 12.01.2021, the relevant part under discussion in the present application is as under:-
“The Adjudicating Authority while approving the Resolution plan vide Order dated 12.01.2021 specifically ordered in Para 32 as under:-
"32. Further, the RP and the Resolution Applicant filed their separate affidavits (Dy. No 1590 & 1591 dt.26.02.2020) in compliance of order dt.06.02.2020 stating therein that the conditions mentioned under clause 11 of Part 1 of the resolution plan shall no longer be treated as Conditions Precedent and the resolution applicant shall approach the relevant statutory and other authorities for grant of approval of consent, if required under clause 11 of Part I of the said Resolution Plan which shall be processed in accordance with law. Further, it was stated that the resolution applicant agrees that the Reliefs and Concessions sought under para 6.13 of part of the resolution plan shall not be treated as Reliefs and Concessions before the adjudicating authority and in respect of such relief and concessions, the resolution applicant will approach such relevant authorities in future. Also, it was stated that the non-grant of Conditions Precedent and Relief and Concessions sought under the scheme shall not affect the implementation of the resolution plan by the resolution applicant”.(Emphasis supplied)
2.2. It is stated by the applicant that the "Reliefs and concessions" sought by the Resolution Applicant were withdrawn and the Resolution Applicant Respondent No. 3 -2 had undertaken to approach the relevant authorities of Central Govt, State Government, Autonomous Bodies, Local Authority/Bodies, Administrative Authorities etc, as the case may be, for grant of approval, consent, permission as envisaged in the condition precedents and "Reliefs and concessions".
2.3. The applicant has further reproduced part 3 of the resolution plan dealing with the financial proposal of the resolution applicant. It is further stated that the Financial Creditors as well as the Company / Corporate debtor acted in consonance with the provisions contained in the Resolution Plan and has taken following steps: -
i. In accordance with 6.3.3, above, upfront amount was paid by the Corporate Debtor, through funds infused by the Resolution
