2026 Supreme(Online)(NCLT) 473

NATIONAL COMPANY LAW TRIBUNAL
Labh Singh, Judicial Member, Rekha Kantilal Shah, Technical Member
Goverdhan Das Bhaiya – Appellant
Versus
Pratap Mukherjee Resolution Professional – Respondent
I.A (IB) No. 2007/KB/2024 In CP (IB) NO. 730/KB/2019 | C.P (IB) No.730/KB/2019

Resolution plan approved despite 99.92% haircut; unclaimed pre-CIRP claims extinguished upon section 31 approval; NCLT limits reliefs to IBC/Companies Act; new management shielded under section 32A; pending claim revisions infructuous post-approval.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 10, 14, 15, 21, 25, 29, 30, 31, 32A, 66 - IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 6, 17, 35A, 36, 36A, 36B, 39 - Application under sections 30(6) and 31 for approval of resolution plan - CIRP initiated under section 10 admitted on 24.04.2024 - No financial creditors, CoC constituted solely of operational creditors (government dues) - Resolution plan approved by 99.99% CoC vote - Total plan amount Rs.1,00,65,000/- against admitted claims Rs.92,99,86,379/- (99.92% haircut) - Plan provides 100% CIRP costs (paid from operations), payments to operational creditors, performance security deposited - No avoidance transactions found - SRA eligible under section 29A - Plan complies with sections 30(2), 31 and regulations 38, 39 - Approval granted subject to observations; moratorium ceases; unclaimed claims extinguished; statutory approvals within one year under section 31(4); reliefs/waivers beyond NCLT jurisdiction to be sought from authorities; personal guarantees not discharged; criminal liability under section 32A - Pending IA for claim revision dismissed as infructuous post-plan approval. (Paras 1-60)

(B) IBC - Section 31 - Extinguishment of claims - Once resolution plan approved under section 31(1), all claims not part of plan stand extinguished and binding on all stakeholders including governments; no proceedings for pre-approval unclaimed claims. (Paras 49-51)

(C) IBC - Section 32A - Criminal liability - Post-approval, corporate debtor under new management protected from prosecution for prior offences; old management liable. (Para 56)

Facts of the case:
Corporate Debtor initiated CIRP under section 10, admitted 24.04.2024. Public announcement made, CoC formed 23.05.2024 solely from operational creditors (government dues). Two resolution plans received; revised plan of Rs.1,00,65,000/- approved by CoC (99.99%) on 28.08.2025. LoI issued/accepted, performance security deposited. RP sought approval; pending IA by suspended director for claim revision.

Findings of Court:
Resolution plan approved; binding on all stakeholders; crystallized/unclaimed liabilities extinguished; CIRP costs paid/undertaken; performance guarantee Rs.25,16,250/- retained till implementation; RP discharged; records handed over; statutory approvals within one year; pending IAs disposed.

Issues: Whether resolution plan complies with IBC sections 30, 31 and regulations; treatment of CIRP costs, claims extinguishment, waivers/reliefs, statutory approvals, avoidance transactions, SRA eligibility, pending litigations/claim revisions.

Ratio Decidendi: Tribunal satisfied plan fair, feasible, compliant; CoC commercial wisdom (99.99% approval) not to be interfered; unclaimed claims extinguished per law; NCLT grants only IBC/Companies Act reliefs, others to authorities; new management clean slate under section 32A; claim revision IA infructuous post-approval.

Result: Resolution plan approved; IAs and CP disposed.

Table of Content
1. rp seeks approval of sra's resolution plan. (Para 1 , 2 , 3 , 4)
2. coc constituted solely of operational creditors. (Para 5 , 6)
3. cirp compliances including eoi and rfrp completed. (Para 7 , 8 , 9 , 10 , 11)
4. sra plan approved by coc with 99.99% vote. (Para 12 , 13 , 14 , 15)
5. resolution plan complies with ibc provisions. (Para 16 , 17 , 18 , 19 , 20 , 21 , 22)
6. plan offers minimal payout with cirp priority. (Para 23 , 24 , 25 , 26 , 27 , 28)
7. sra commits to plan implementation. (Para 29 , 30)
8. no preferential/avoidance transactions identified. (Para 31 , 40)
9. court verifies coc approval and valuations. (Para 32 , 33 , 34 , 35)
10. plan viable despite land disputes. (Para 36 , 37 , 38)
11. sra eligible; plan ibc compliant. (Para 41 , 42 , 43)
12. statutory approvals by respective authorities. (Para 44 , 45 , 46)
13. nclt jurisdiction limited to ibc matters. (Para 47 , 48)
14. unclaimed claims extinguished post-approval. (Para 49 , 50 , 51)
15. personal guarantors' liability unaffected. (Para 52 , 53 , 54)
16. section 32a protects new management. (Para 55 , 56)
17. resolution plan approved with conditions. (Para 57)
18. ia dismissed; proceedings disposed. (Para 58 , 59 , 60)

O R D E R

Per: Rekha Kantilal Shah, Member (Technical)

1. This Application has been preferred by the Resolution Professional Mr. Pratap Mukherjee, RP of the Corporate Debtor, RSI Private Limited under section 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 (“IBC”), seeking direction for final approval of Resolution Plan submitted by Merc Infra India Private Limited. Prologue

2. The CoC at its 13th Meeting convened on 28.08.2025 has approved the Resolution Plan submitted by Merc Infra India Private Limited  (Successful Resolution Applicant /SRA) by 99.99% voting share and a Letter of Intent (LoI) was issued on 06.09.2025, which was unconditionally accepted by SRA Merc Infra India Private Limited on 08.09.2025. The same is attached and marked as annexure- “GG” from page no- 886 to 889.

Initiation of Corporate Insolvency Resolution Process

3. The Company Petition in C.P (IBC) No 730/KB/2019 was filed by the RSI Private Limited, Corporate Applicant to initiate Corporate Insolvency Resolution Process (“CIRP”) under section 10 of the IBC 2016, which was admitted vide order dated 24.04.2024. Publication

4. The Applicant made public announcement on 27.04.2024 in Business Standard (English Edition) and EK-din ( Bengali Edition) newspaper in accordance with section 15 of IBC read with Regulation 6 of the CIRP Regulations, regarding initiation of Corporate Insolvency Resolution Process and for inviting all the creditors of RSI Private Limited to submit their claim to the Applicant. The last date for submission of proof of claim was 08.05.2024.

Constitution of CoC

5. The Applicant duly constituted the Committee of Creditors (“CoC”) of the Corporate Applicant under Section 21 of the IBC, 2016 on 23.05.024 in accordance with Regulation l7(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. It is pertinent to note that there were no Financial Creditors in this case and, therefore, the CoC was constituted solely of Operational Creditors (Government Dues). The composition of CoC is furnished herein below:

Collation of Claims

6. The Total amount claimed and admitted are summarized as under:

a) Claims by Operational Creditors (Government Dues):

Appointment of Registered Valuers and Transactional Auditors:

7. The Applicant with the approval of CoC in 2nd Meeting dated 14.08.2024 has appointed 6 registered valuers to determine the fair and liquidation value of Land & Building, Plant & Machinery and Securities & Financial Assets. The excerpts of the valuation report are as follows:

CIR Process and its Compliances

8. The Applicant submits that in terms of the provisions of section 25(2)(h) of the code read with Regulation 36A(1) of the Insolvency and Bankruptcy of India (Insolvency Resolution Proces

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