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2025 Supreme(Online)(NCLT) 7974
NATIONAL COMPANY LAW TRIBUNAL
SHRI SAMEER KAKAR, MEMBER (TECHNICAL), SHRI NILESH SHARMA, MEMBER (JUDICIAL)
M/s Shreeji Pharmachem – Appellant
Versus
Cian Healthcare Limited – Respondent
C.P. (IB)/149(MB)2022
For the Appellants/Petitioners: Adv. Ms. CS Anagha Anasingaraju, I/b Kanj & Co LLP, Along with RP Mr. Roshen Chordiya
For the Respondents: Adv. Mr. Bhupendra Dave i/b Naavick Legal
The resolution plan for Cian Healthcare Limited was approved under the Insolvency and Bankruptcy Code, affirming the authority of the Committee of Creditors and highlighting limitations on judicial review of their commercial decisions.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(6) and 31 - Proposed Resolution Plan for Cian Healthcare Limited approved with 100% votes in favor by Committee of Creditors - The Resolution Professional submitted the plan, which includes infusion of funds for operational and capital expenditures and prioritized payments to creditors in accordance with applicable law. (Paras 2.1, 6.1, 15.29)
(B) The plan provides for a total resolution amount, treatment of various creditors, and management of the company's affairs upon approval. (Paras 6.1, 6.3, 15.21)
Facts of the case:
The Operational Creditor, M/s Shreeji Pharmachem, had triggered corporate insolvency against Cian Healthcare Limited, leading to a resolution process. The resolution plan was submitted by Mr. Pradeep Kumar Jain and was unanimously approved by the Committee of Creditors. (Paras 2.1, 15.1, 15.9)
Findings of Court:
The Resolution Plan meets statutory requirements, and the adjudicating authority determines the plan's compliance with legal standards. All conditions set forth for the plan's implementation have been adhered to. (Paras 15.24, 15.29)
Issues: Whether the proposed Resolution Plan adheres to the provisions of law, and if it adequately addresses the claims and treatments of various stakeholders, including operational and financial creditors. (Paras 15.24, 15.27)
Ratio Decidendi: The court emphasized the limitations on judicial review regarding the commercial wisdom exercised by the Committee of Creditors when approving the resolution plan. The plan must comply with statutory provisions without undue interference from the court. (Paras 15.26-15.27)
Result: The Resolution Plan submitted by the Successful Resolution Applicant is approved, and all directions contained in the order shall be binding. The moratorium imposed under Section 14 is lifted. (Paras 15.29, XIV)
ORDER
[PER: CORAM]
1. BACKGROUND
1.1 This IA (I.B.C) (Plan) No. 55/MB/2025 is filed by Mr. Roshen Chordiya, the Applicant/Resolution Professional (RP) of Cian Healthcare Limited the Corporate Debtor (CD), for approval of the Resolution Plan (Plan), under Section 30 (6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016 (herein referred to as “the Code") and Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Process for Corporate Persons) Regulations 2016 (CIRP Regulations). The Applicant has sought the following reliefs in the IA:
a) Admit & Allow the Present Application;
b) Approve the proposed Resolution Plan, with or without modification, for M/s. Cian Healthcare Limited which is submitted by Mr. Pradeep Kumar Jain and which is approved by the Committee of Creditors of M/s. Cian Healthcare Limited by 100% votes in favour of the Resolution Plan:
c) Allow the Reliefs and Concessions sought by Mr. Pradeep Kumar Jain through the proposed Resolution Plan or Grant Reliefs and Concessions in terms of the Judgement passed by the Hon'ble Supreme Court in the matter of Mr. Ghanshyam Mishra
d) Appoint the Resolution Plan Implementation Committee to supervise the Implementation of the proposed Resolution Plan as provided in the proposed Resolution Plan;
e) Allow the reduction of capital as provided in the proposed Resolution Plan;
f) Allow the reconstitution of the board of directors as provided in the proposed Resolution Plan;
g) Dissolve the Committee of Creditors w.e.f. Approval of the Resolution Plan:
h) Cease the Moratorium imposed U/s. 14 against M/s. Cian Healthcare Limited:
i) Discharge the Applicant from the duties of Resolution Professional w.e.f. Approval of the Resolution Plan;
j) Grant a liberty to approach this Hon'ble Bench in case any clarity is required for Implementation of the Resolution Plan;
k) Pass any other order in the interest of justice, equity and good conscience.
1.2 The Resolution Plan submitted by Mr. Pradeep Kumar Jain was unanimously approved in the 11th CoC meeting held on 09.05.2025 after which the above- named Resolution Applicant was declared as the Successful Resolution Applicant (‘SRA’) on 09.05.2025. Thereafter, the Performance Guarantee was provided by the SRA on 13.05.2025.
2. CORPORTATE INSOLVENCY RESOLUTION PROCESS (CIRP)
2.1 This Adjudicating Authority (AA) vide order dated 11.06.2024, in C.P.(IB) No.149/MB/2022, admitted the CD into Corporate Insolvency Resolution Process (CIRP) filed by M/S. Shreeji Pharmachem, the Operational Creditor of the CD under Section 9 of the Code.
2.2 Pursuant to the Order dated 11.06.2024, the Applicant was appointed as the IRP of the CD.
2.3 Public announcement as per Regulation 6 of the CIRP Regulations in Form A was made in newspapers being Business Standard (English Language) of Pune Edition, Kesari (Marathi Language) of Pune Edition where the Registered Office of the CD is situated and Business Standard (English and Hindi Language) of Delhi Edition (covering Dehradun) circulated where the Plant of the CD is situated. The announcement was published on 13.06.2024, for inviting claims from stakeholders of the CD, with 25.06.2024 as the last date for submission of claims.
2.4 While performing the duties of the Interim Resolution Professional, the Applicant received Form FA from the Operational Creditor on 14.06.2024, in accordance with the CIRP Regulations, as the matter between the Operational Creditor and the CD had been settled. Subsequently, the Applicant filed an application IA 3161 of 2024 for the withdrawal of the Company Petition, which was admitted by this Hon'ble Bench on 20.06.2024, resulting in the non- constitution of the Committee of Creditors ("CoC").
2.5 However, following the CD’s violation of the settlement terms and continued defaults, the Operational Creditor filed a Restoration Application RST.A (IBC) 52 (MB) 2024 on 26.07.2024. This application was admitted by the Hon'ble Bench on 14.08.2024, leading to the restoration
