Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLT) 8072

NATIONAL COMPANY LAW TRIBUNAL
SHRI LABH SINGH, J, MS REKHA KANTILAL SHAH, T
JAYANTA BANERJEE – Appellant
Versus
INCAB INDUSTRIES LIMITED – Respondent
I.A (IB) No. 646/KB/2022 | C.P (IB) No. 1684/KB/2018

Advocates:
For the Appellants/Petitioners: Mr. D.N. Sharma, Adv., Mr. Orijit Chatterjee, Adv., Ms. Safura Ahmed, Adv., Mr. Aishi Chatterjee, Adv.
For the Respondents: Mr. Shaunak Mitra, Adv., Mr. Siddhanth Makkar, Adv.

The approval of a Resolution Plan under the Insolvency and Bankruptcy Code is binding on all stakeholders, contingent on compliance with statutory obligations and financial guidelines, ensuring the viability of the corporate debtor's revival.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30, 31, 29A - Application for approval of Resolution Plan submitted by Vendanta Limited for Incab Industries Limited - CoC approved the plan by 99.37% on 23.06.2022, later clarified again with 91.5786% votes in the 34th CoC meeting, requiring compliance with applicable laws and statutory obligations. (Paras 1, 19, 66)

(B) Compliance and statutory obligations must be met per IBC provisions, including the extinguishment of claims not addressed within the approved plan. (Par. 66)

(C) Resolution Plan must adhere to financial viability for stakeholders under Section 30(2). (Para 30)

(D) Approval of Resolution Plan supports the revival of the corporate debtor, facilitating the implementation of the new management's financial framework. (Para 66)

Table of Content
1. application for approval of resolution plan (Para 1 , 14 , 15)
2. background of the insolvency case (Para 2 , 3 , 4 , 6)
3. approval of the revised resolution plan (Para 19 , 20 , 36)
4. compliance and eligibility of resolution plans (Para 42 , 43)
5. legal principles regarding extinguishment of claims (Para 60 , 61)
6. final orders and directions (Para 66 , 67)

ORDER

Per: Rekha Kantilal Shah, Member (Technical)

1. This Application has been preferred by Mr. Pankaj Kumar Tibrewal, Resolution Professional (“RP”) of the Corporate Debtor, Incab Industries Limited under section 30(6) and 31 of the IBC, 2016 (for brevity “IBC”) and read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulation, 2016 (for brevity “CIRP Regulation”) for submission and final approval of the Resolution Plan submitted by the Resolution Applicant i.e., Vendanta Limited.

2. The Committee of Creditors (“CoC”) at its 22nd meeting convened on 23.06.2022 and voting held on 24.06.2022, with 99.37% majority, approved the revised Resolution Plan dated 22.06.2022, annexed at pages 529-626 to the application, submitted by Vendanta Limited, hereinafter referred to as “Successful Resolution Applicant” (“SRA”). Thereafter, the RP/Applicant issued Letter of Intent (“LoI”) dated 25.06.2022 requiring the SRA to submit the Performance Security which was unconditionally accepted by Vedanta Limited on 30.06.2022 and issued Performance Guarantee of Rs. 54.50 crores. The Particulars of the Corporate Debtor

3. The Corporate Debtor- Incab Industries Limited (U27108WB1920PLC003641) is a private limited company registered with the Registrar of Companies, Kolkata, incorporated on 12.12.1920, having registered office at 9 Hare Street, Kolkata, West Bengal- 700001, carrying business of manufacturing of Basic Iron and Steel.

Initiation of Corporate Insolvency Resolution Process (CIRP)

4. Company Petition in CP (IB) No. 1684/KB/2018 was filed by Jayanta Banerjee, Operational Creditor against Incab Industries Limited, Corporate Debtor to initiate Corporate Insolvency Resolution Process (“CIRP”) under section 9 of IBC, 2016 which was admitted vide order dated 07.08.2019.

5. In the 5th CoC Meeting held on 05.12.2019, the CoC passed a resolution to liquidate the Corporate Debtor. Thereafter, on 07.02.2020 this Tribunal passed an order to initiate Liquidation process of the Corporate Debtor.

6. The Operational Creditor being aggrieved by the order of Liquidation filed an Appeal before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”). The Hon’ble NCLAT vide order dated 04.06.2021 quashed and set aside the Liquidation proceedings of the Corporate Debtor. This Tribunal in compliance to the direction of Hon’ble NCLAT appointed Mr. Pankaj Kumar Tibrewal vide order dated 16.06.2021 as the Interim Resolution Professional (“IRP”) of the Corporate Debtor.

Publication

7. The IRP, in terms of Regulation 6 of the CIRP Regulations, made public announcement in Form A on 10.08.2019, for the invitation of claims from the creditors of the corporate debtor, and submit the claim with proof on or before 21.08.2019 to the IRP.

8. After initiation of Liquidation proceedings vide order dated 07.02.2020 of this Tribunal, the liquidator, in terms of Regulation 12 of the Liquidation Process, made public announcement in Form B, for the invitation of claims from the creditors of the corporate debtor, and submit claim with proof on or before 08.03.2020 to the IRP.

Constitution of Committee of Creditors

9. The CoC was constituted on 23.08.2019 (by erstwhile RP) and on 09.07.2021 (after re-initiation of CIRP, by applicant) with 18 (Eighteen) members being Financial Creditors in accordance with Section 18(1)(c) of the IBC read with Regulations 13(2)(d) and 17(1) of the CIRP Regulations. The list of the financial creditors of the corporate debtor along with the distribution of voting share, is as under: