2026 Supreme(Online)(NCLT) 252

NATIONAL COMPANY LAW TRIBUNAL
Lakshmi Gurung, Judicial Member, Hariharan Neelakanta Iyer, Technical Member
Pramod Dattaram Rasam – Appellant
Versus
TMW FinTech Pvt. Ltd – Respondent
I.A. 94 of 2024 | C.P.(IB)/3978 (MB)/C-III/2019

Tribunal approves CoC-approved revised resolution plan excluding customer pool funds, prioritizing CIRP costs and dissenting creditors, with monitoring committee; upholds CoC commercial wisdom, limits role to Section 30(2) verification.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 9, 14, 21(2), 30(2)(a)-(f), 30(6), 31, 32A, 29A - IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 6, 26, 27, 35, 38(1)-(3), 39(4), 39B, 39C, 39D - Approval of revised resolution plan - Plan approved by CoC with 78.59% voting share after exclusion of pool account funds belonging to prepaid payment instrument holders as per prior order - Funds in non-operating pool account held not assets of corporate debtor but of customers, to be dealt per RBI guidelines - CIRP costs paid in priority from available cash, supplemented by resolution applicant contribution - Dissenting financial creditors to receive priority payments per Section 30(2)(b)(ii) - Plan value Rs.48 lakhs with performance bank guarantee - Effective date modified to date of Tribunal order - Monitoring committee mandated for supervision - Commercial wisdom of CoC paramount; Tribunal role limited to verifying Section 30(2) compliance, no power to modify plan. (Paras 1, 12-15, 26, 39-44)

(B) Effective Date - Resolution plan defining effective date as receipt of approved order by resolution applicant modified to date of pronouncement in open court - Parties expected to act upon order awareness. (Para 34)

(C) Reliefs and Concessions - Extinguishment of non-plan claims on approval date per Supreme Court precedent - No automatic exemptions from stamp duty, taxes; resolution applicant to approach authorities - Immunity under Section 32A for past offences - Moratorium ceases on approval; records to IBBI. (Para 45)

Facts of the case:
Corporate debtor admitted to CIRP on 08.10.2021 under Section 9. Initial plan approval delayed by interlocutory application excluding Rs.54.18 lakhs pool account funds as customer property per RBI norms. Revised plan excluding such funds approved by CoC (78.59% votes) on 12.07.2024 after 1098 days (with exclusions/extensions). Plan provides Rs.48 lakhs value: CIRP costs Rs.42.42 lakhs priority, unsecured financial creditors Rs.32.06 lakhs cash plus NCCPS, operational creditors nil cash but equity instruments, EPFO shortfall paid.

Findings of Court:
Revised resolution plan approved; moratorium ceases; existing board resigns; new board per resolution applicant; monitoring committee (RP, CoC rep, RA rep) to supervise; RP to hand over records; pool account handled per RBI/prior order; additional affidavits form part of order.

Issues: Compliance of revised plan with Section 30(2) post pool account exclusion; priority to CIRP costs/dissenting creditors; effective date; Section 29A eligibility; supervision mechanism; treatment of PPI holder funds; extinguishment of extraneous claims.

Ratio Decidendi: Tribunal satisfied plan meets Section 30(2) requirements as certified in Form H; CoC commercial wisdom non-justiciable beyond statutory compliance; no modifications to approved plan; pool exclusion upheld; priority payments ensured; effective date clarified for immediacy.

Result: I.A.94/2024 allowed; resolution plan of Rs.48,00,000/- approved with directions.

Table of Content
1. initiation and constitution of cirp and coc (Para 1 , 2 , 3 , 4)
2. valuation, eoi, and coc approval of resolution plans (Para 5 , 6 , 7 , 8 , 9 , 10 , 11)
3. exclusion of ppi pool account from cd assets (Para 12 , 13 , 14 , 15 , 16)
4. cirp extension and plan value payments (Para 17 , 22 , 23)
5. eligibility and background of resolution applicant (Para 18 , 19 , 20 , 21)
6. compliance with epfo claims (Para 24 , 25)
7. cirp costs certification and form h compliance (Para 26 , 27 , 28)
8. section 29a eligibility of resolution applicant (Para 29 , 30 , 31 , 32 , 33)
9. effective date and monitoring committee (Para 34 , 35 , 36)
10. ppi funds handling per rbi guidelines (Para 37 , 38)
11. compliance with section 30(2) requirements (Para 39 , 40)
12. coc commercial wisdom paramount (Para 41 , 42 , 43 , 44)
13. approval of resolution plan with directions (Para 45 , 46 , 47 , 48)

PER: MS. LAKSHMI GURUNG, MEMBER (JUDICIAL)

I.A No. 94 /2024:

1. The caption application has been filed by the Resolution Professional (‘the Applicant/ RP’) of TMW Fintech Pvt Ltd (‘the Corporate Debtor’) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulations’), seeking the following reliefs:

a) That this Tribunal be pleased to allow the present Application;

b) That this Tribunal be pleased to approve the Revised Resolution Plan of the Successful Resolution Applicant viz. Mr. Sudeep Sampatmal Dasani (lead member) and Next Steps Advisors LLP (consortium member), as approved by the Members of the Committee of Creditors with 78.59% votes in favour of the said Resolution Plan, which is higher than the requisite majority;

c) And for such other/ further order(s) and /or direction(s)

as the facts and circumstances of the case may warrant Brief Background:

2. The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 08.10.2021 and the Applicant was appointed as the Interim Resolution Professional (‘IRP’)

3. The IRP made a public announcement under Regulation 6 of the IBBI (CIRP) Regulations, 2016 on 12.10.2021 to invite claims in two leading newspapers namely Financial Express and Navakal- Marathi. Upon receiving claims, the IRP constituted Committee of Creditors (‘CoC’) on 02.11.2021 which consisted of sole CoC member namely Frontier Capital Limited.

4. The first CoC meeting was held on 08.11.2021 and the Applicant was appointed as the Resolution Professional of the Corporate Debtor. Thereafter, claims from other Financial Creditors were also received, which were verified, and admitted, Consequently the constitution of the CoC changed. All Financial Creditors are Unsecured, and the CoC consists of:

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5. In accordance with Regulation 27 & 35 of CIRP Regulations, 2016, with the approval of CoC, the Applicant appointed registered valuers for determining valuation of the assets of the Corporate Debtor. The Average Fair value of the Corporate Debtor has been determined at Rs.36,38,889/- and Average Liquidation value at Rs.36,35,790/-.

6. The Second CoC meeting was held on 14.12.2021 wherein it was discussed to replace the Applicant with another Resolution Professional. Accordingly, IA.674 of 2022 was filed by the CoC for replacing the Resolution Professional. However, Wise Corporation Services Limited, a majority stakeholder of the CoC decided not to replace the Applicant therefore, the said I.A. 674 of 2022 was withdrawn by order dated 08.06.2022.

7. The Applicant published Form G dated 18.12.2021 for inviting Expression of Interest (‘EOI’) in two newspapers:

i. Free Press Journal (English)

ii. Navakal (Marathi)

8. The Applicant issued provisional list of Prospective Resolution Applicant (PRAs) on 11.01.2022 and subsequently the final list of PRAs was issued as on 26.01.2022. With the prio

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