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2023 Supreme(Online)(NCLT) 2880
NATIONAL COMPANY LAW TRIBUNAL
Shri Rohit Kapoor, Shri Balraj Joshi, JJ
GSA Retail Limited – Appellant
Versus
Vishnu Kumar Tulsyan – Respondent
I.A. (IB) No. 889/KB/2023 | CP (IB) No. 51/KB/2021
For the Appellants/Petitioners: Mr. Subodh Agarwal, CA, Mr. Vishnu Kumar Tulsyan
The resolution plan approved under the IBC extinguishes all claims not part of the plan and binds all creditors, ensuring a fresh start for the corporate debtor post-approval.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(6) and 31(1) - Approval of Resolution Plan for GSA Retail Limited - Resolution Plan approved with 81.45% voting share by the Committee of Creditors (CoC) - Compliance with IBC and CIRP Regulations confirmed - Claims not included in the plan stand extinguished as per section 31 - It is upheld that the resolution plan is binding on all stakeholders. (Paras 31, 32, 36, 42)
(B) Rules of Aleatory Contracts - The legislative intent of the IBC is to provide a fresh start for the resolution applicant post-approval of the resolution plan, freezing all claims and ensuring no surprise demands arise. (Paras 61, 62)
| Table of Content |
|---|
| 1. court convenes through hybrid mode. (Para 1) |
| 2. application filed under ibc for resolution. (Para 2 , 3 , 4 , 5 , 6) |
| 3. public announcement and coc constitution. (Para 7 , 8 , 9) |
| 4. summary of admitted claims and amounts. (Para 10) |
| 5. eoi invitation and process compliance. (Para 11 , 12 , 13 , 14) |
| 6. discussion and approval of resolution plan by coc. (Para 15 , 16 , 17 , 18) |
| 7. voting, acceptance and performance guarantee. (Para 19 , 20 , 21 , 22 , 23) |
| 8. compliance certificate and requirements outlined. (Para 24 , 25 , 26) |
| 9. details on resolution plan payment schedule. (Para 27 , 28) |
| 10. reliefs and waivers sought in plan. (Para 30) |
| 11. approval of resolution plan, binding nature established. (Para 31 , 32 , 33 , 34) |
| 12. extinguishment of claims and liabilities outlined. (Para 35 , 36 , 37) |
| 13. finality of approved plan and compliance with law. (Para 38 , 39 , 40 , 41) |
| 14. final order and directions issued by the court. (Para 42 , 43 , 44 , 45 , 46 , 47 , 48 , 49 , 50 , 51) |
ORDER
Per: Balraj Joshi, Member (Technical)
1. This Court convened through hybrid mode.
Preliminary
2. I.A. (IB) No. 889/KB/2023 is an application under section 30(6) of the Insolvency and Bankruptcy Code, 2016, after approval of the resolution plan by the Committee of Creditors (“CoC”)
3. This application was filed by Mr. Vishnu Kumar Tulsyan, Resolution Professional of GSA Retail Limited (CIN: U17120WB2007PLC115418), by invoking the provisions of section 30(6) of the Insolvency and Bankruptcy Code, 2016 (“the Code” or “IBC”) read with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for approval of a Resolution Plan in respect of GSA Retail Limited (“Corporate Debtor”)
4. The Corporate Debtor is registered with UDYAM as MSME having registration no. as UDYAM-WB-10-0002121 dated 26 August 2020.
5. The underlying Company Petition in C.P. (IB) No. 51/KB/2021 was filed by GSA Retail Limited, the Corporate Applicant, to initiate Corporate Insolvency Resolution Process (“CIRP”), under section 10 of the Insolvency and Bankruptcy Code 2016, which was admitted vide order dated 07 June 2022.
6. Initially, Mr. Vishnu Kumar Tulsyan, [Regn. No. IBBI/IPA-001/IP-P01428/2019-2020/12525] was appointed as the Interim Resolution Professional (IRP). At the 1st meeting of the CoC held on 07 July 2022, the CoC appointed Mr. Vishnu Kumar Tulsyan, the Applicant herein, as the Resolution Professional.
Constitution of CoC
7. The IRP made public announcement on 10 June 2022 in Financial Express (English) (Kolkata Edition), Aajkal (Bengali) (Kolkata Edition) and Eastern Mirror (Nagaland edition) newspapers regarding initiation of Corporate Insolvency Resolution Process and called proof of claims from the financial and operational creditors, workers and employees of the corporate debtor in the specified forms.
8. The CoC was constituted on 30 June 2022 and a report of the constitution of the CoC, was filed before the Adjudicating Authority on 01 July 2022. The CoC constituted four financial creditors viz. ICICI Bank Limited with 81.45% voting share, Smart Voice Dealcomm Pvt. Ltd. with 7.75% voting share, Mittal Roadlinks Pvt. Ltd. with 5.94% voting share and Standard Chartered Bank with 4.86% voting share. The list of creditors was updated from time to time and uploaded in the IBBI website.
9. The Applicant states that a total of fourteen CoC meetings have been held during CIRP period, as follows:
| Particulars | Date of CoC meeting |
| 1st CoC Meeting | 07.07.2022 |
| 2nd CoC Meeting | 19.08.2022 |
| 3rd CoC Meeting | 12.09.2022 |
| 4th CoC Meeting | 17.09.2022 |
| 5th CoC Meeting | 30.09.2022 |
| 6th CoC Meeting | 17.11.2022 |
| 7th CoC Meeting | 30.11.2022 |
| 8th CoC Meeting | 24.01.2023 adjourned to 25.01.2023 |
| 9th CoC Meeting | 06.02.2023 |
| 10th CoC Meeting | 10.02.2023 |
| 11th CoC Meeting | 15.02.2023 |
| 12th CoC Meeting | 04.03.2023 |
| 13th CoC Meeting | 24.03.2023 adjourned to 29.03.2023 |
| 14th CoC Meeting | 30.05.2023 |
Collation of claims
10. The amounts claimed and admitted are
