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Judgment
(Hybrid Mode)
Oral Judgment: Justice Sharad Kumar Sharma, Member (Judicial):
The Appellants, being the authorities attached to the office of the Commercial Taxes and Audit Department of Mangalore and Udupi, filed the instant Company Appeal, giving challenge to the impugned order of 05.12.2025, as it was rendered in CP(IB) No.738/CHE/2018, as passed on IA(IBC)/1229(CHE)/2024 by the Learned NCLT, Divisional Bench, Chennai. In their proceedings that were contested before the Learned Adjudicating Authority in the shape of the aforesaid IA(IBC)/1229(CHE)/2024, the Respondents herein, the Successful Resolution Applicant (SRA) had sought a relief by way of seeking a declaration that, the approved Resolution Plan will have the binding effect on all the stakeholders, including every one of the Respondents arrayed therein, that the amounts shown in the books of the respective Respondents therein, antecedent to the date of the approval of the Resolution Plan and still being shown as on date as due and payable by the Corporate Debtor (CD), as listed in Annexure-I of the Application, stand discharged and extinguished in full without any recourse and consequently, be reversed or written off in the said books in accordance with the approved Resolution Plan and that, the Respondents therein shall cease and desist from claiming any or all debts or obligations by whatsoever name called, pertaining to the period prior to the date of the approval of the Resolution Plan, and shall provide a certificate of no-dues to the Applicant / SRA, the Respondent herein. The said application was taken up for consideration by the Learned Adjudicating Authority, and it was disposed of with the following observations: -
“Considering the case law supra, we direct the Respondents in the aforesaid application to withdraw Demand Notes/Assessment Orders/Show Cause Notice/Notices subject-matter of present applications forthwith and not to enforce any recovery or claim in relation to such invoices, as no claim lies against the Corporate Debtor/Applicant pursuant to the approval of the Resolution Plan”.
The aforesaid directives given by the Learned Tribunal, were in the light of the guidelines as framed in the matters of Ruchi Soya Industries Limited Vs State Load Despatch Centre, Madhya Pradesh Power Transmission Company Limited & Another (2023) ibclaw.in 880 NCLT.
The instant Company Appeal was taken up for hearing for the first time on 21.01.2026. During the course of the arguments, the parties have expressed a certain consensus which has been arrived at, and pursuant to the same, the Ld. Counsel for the Appellants have filed a Memorandum on 29.01.2026 in the shape of an undertaking given by the Appellants,. The gist of the said undertaking is extracted below: -
“4.However, without prejudice to the above rights and contentions, and as submitted, on instructions, during the course of the hearing on 28.01.2026 before this Hon’ble Appellate Tribunal, the Appellants most respectfully undertake that:
(i)The Appellants shall not take any coercive steps or recovery action against the Successful Resolution Applicant (“SRA”) for recovery of the statutory dues of the Corporate Debtor (“CDR”) as detailed in para 8 of the Facts set out in the Appeal (Pages 31-32 of the Appeal);
(ii)The Appellants shall not take any coercive steps or recovery action against the CDR for recovery of the statutory dues of the CDR as detailed in para 8 of the Facts set out in the Appeal (Pages 31-32 of the Appeal);
(iii)If any action is taken by the Appellants for recovery of the statutory dues of the CDR as detailed in para 8 of the Facts set out in the Appeal (Pages 31-32 of the Appeal), the same shall be taken only against and in the names of the erstwhile directors, promoters or principal officers of the CDR alone, viz. Udupi Cochin Shipyard Ltd. (Respondent No.1)”.
Ld. Counsel for the Appellants has reiterated that in the light of the above undertaking, they will not be proceeding any further to take any coercive steps or recovery action against the CD for recovery of the statutory dues and that if they take any action for recovery of the statutory dues as detailed in the Appeal, it will be against the erstwhile directors, promoters or principal officers of the CD alone.
The parties have agreed that in case that if the Company Appeal is closed under the aforesaid terms, they will have no grievances as such. Thus, owing to the undertaking given in para 4 of the Memorandum filed by the Appellants as observed above, and the exceptions as carved out therein, qua the Successful Resolution Applicant (SRA) as well as the Corporate Debtor (CD) in relation to the recovery of the statutory dues under the aforesaid terms and conditions, which is acceptable to the Respondents., this Company Appeal is allowed, by setting aside the said portion of the impugned order, wherein it was observed that “Considering the case law supra, we direct the Respondents in the aforesaid application to withdraw Demand Notes/Assessment Orders/Show Cause Notice/Notices subject-matter of present applications forthwith (as observed in para 3 of the impugned order)”.
In view of the undertaking given in para 4 as extracted above filed by the Appellants in the shape of the Memorandum, for not to proceed with the recovery of the statutory dues against the SRA and the CD, this Company Appeal would stand allowed, qua the observations made in the impugned order as extracted above with regard to the withdrawal of the demand notes etc., as observed above. The said part of the order would stand quashed, and the Company Appeal will stand allowed to that extent only.
The Appellant would strictly abide by the terms of the Memorandum as filed by the Appellant before this Appellate Tribunal on 29.01.2026. All interlocutory applications pending consideration in the Company Appeal would stand closed.