Case Overview

This common order disposes of four interconnected Interlocutory Applications (I.A. No. 3983/2024, 4485/2024, 4759/2024, and 3071/2025) arising in the corporate insolvency resolution process (CIRP) of Premier Ltd. (Corporate Debtor). The applications concerned three land acquisition notices received by the Resolution Professional (Ms. Kanak Jani) from the Maharashtra State Road Development Corporation for the Virar-Alibag Multipurpose Margika project during the pendency of the resolution plan approval process.

The core dispute involved whether compensation from the acquisition of Premier Ltd.'s land parcels (totaling approximately 9.07 acres across villages Bhopar, Katai, and Gharivali in Thane District) should benefit the existing financial creditors or the successful resolution applicant (Fab Metals Private Limited), whose resolution plan had been approved by the Committee of Creditors (CoC) on 22 January 2022 but remained pending final approval before the NCLT.

Edelweiss Asset Reconstruction Company Ltd. (EARC), the sole secured financial creditor holding 92.47% voting share, filed applications seeking: (1) direction that net gains from acquisition benefit existing stakeholders rather than Fab Metals; (2) remand of the resolution plan to CoC for reconsideration due to newly discovered assets and substantial value increase. The Resolution Professional filed an application seeking directions to accept compensation and deposit it in the CIRP account. Fab Metals filed an application challenging the CoC's resolution to surrender land rights and accept compensation.

Key Issues and Tribunal Analysis

The tribunal analyzed four key issues:

1. Authority to Deal with Assets Post-Plan Approval: The tribunal held that after expiry of the CIRP period, the RP's powers are limited to maintaining the corporate debtor as a going concern and safeguarding assets. The CoC cannot decide on matters affecting a resolution plan submitted before the Adjudicating Authority, and no approval can be granted for resolutions impacting the plan without the Successful Resolution Applicant's consent.

2. Locus Standi of Successful Resolution Applicant: The tribunal held that Fab Metals had necessary locus to file applications and be heard on actions directly impacting its approved resolution plan, as it had provided performance security of ₹13.25 crore and was bound by plan obligations.

3. Entitlement to Acquisition Compensation: The tribunal left open the applicability of RFRP and resolution plan provisions regarding compensation, to be determined at the time of disposal of the resolution plan application if warranted.

4. Remand of Resolution Plan for Reconsideration: The tribunal firmly held that discovery of new assets or drastic value increases due to changed circumstances does not justify reconsideration of a CoC-approved resolution plan. Following the Supreme Court's Ebix Singapore judgment, the tribunal emphasized that no modification or withdrawal of a resolution plan is permissible once submitted for approval.

Final Outcome

The tribunal disposed of the applications as follows:

  • I.A. No. 4485/2024 (RP Application): Dismissed
  • I.A. No. 4759/2024 (Fab Metals Application): Allowed, quashing the impugned CoC resolution and directing the highway authority not to proceed with acquisition until moratorium cessation
  • I.A. No. 3983/2024 (EARC First Application): Partly allowed only for intervention in the resolution plan approval process
  • I.A. No. 3071/2025 (EARC Second Application): Dismissed

The tribunal refused to remand the resolution plan for reconsideration, upholding the finality of the CoC's commercial decision and emphasizing the importance of timelines in the insolvency resolution process.

Topics: Insolvency Resolution, Land Acquisition, Committee of Creditors