Eastern Housing Udyog Finance Company Ltd. vs Arcuttipore Tea Co. Ltd.

This matter is not on Board today. Upon mentioning Ld. Counsel Mr. Shaunak Mitra appearing on behalf of the Resolution Professional, this matter is taken up on Board today.

In the Pronouncement Order dated 04.02.2026, some typographical errors have brought to our notice and, therefore, the same are corrected as under:

Rest of the Pronounced Order dated 04.02.2026 shall remain unchanged.

Registry will provide a corrected copy of the Order to the Parties, if applied for.

Per Bidisha Banerjee, Member (Judicial):

The Court convened through hybrid mode.

Ld. Counsel for the parties were heard at length.

This application has been preferred by the Resolution Professional of Arcultipore Tea Co. Limited (CD) to seek approval of Resolution Plan in its entirety along with all annexures, Schedule, Appendixes including the claims contained therein as submitted by Premier Ferro Alloys & Securities Limited, the Successful Resolution Applicant (SRA in short) along with reliefs and concessions sought for under the Plan.

The Resolution Plan of Premier Ferro Alloys & Securities Limited has been approved by CoC by 90.44% vote on 20.06.2025 and Premier Ferro Alloys & Securities Limited was declared as Successful Resolution Applicant (SRA) in respect of the Corporate Debtor.

Submissions of the Applicant / Resolution Professional

a. The CIRP of Corporate Debtor commenced on 15.12.2023. In the said order, Mr. Pranab Kumar Chakrabarty having IBBI No. IBBI/IPA-003/IP-N00088/2017-18/10826 was appointed as the Interim Resolution Professional.

b. The IRP has made Public Announcement on April 5 & 6, 2024, in Business Standard(English), Aajkaal (Bengali) in Kolkata region to invite claims from various creditors of the Corporate Debtor to the IRP.

c. Thereafter, on an application filed by the by erstwhile IRP of the Corporate Debtor, Mr. Jai Narayan Gupta was appointed as RP of the Corporate Debtor vide order dated 21.02.2024.

d. The erstwhile RP during his tenure published Form -G on 01.08.2024 in Morning India (English) and Duranta Bharta (Bengali) in Kolkata region, where the registered office of the Corporate Debtor situated and in Eastern Chronicle (English) and Naba Bharta Prasanga (Bengali) in Assam (Silchar) region where the Tea Estate of the Corporate Debtor is situated.

e. It is further submitted by the RP/ Applicant that an application was filed by CoC for replacement of erstwhile RP with Mr. Kanakabha Ray in place of Mr. Jai Narayan Gupta. However, in order to avoid any conflict of interest in the instant matter, this Adjudicating Authority decided not to appoint the proposed RP i.e. Mr. Kanakabha Ray, and thereby appointed Mr. Hansraj Jaria, the present RP/ Applicant.

f. Thereafter, the CoC has decided to reissue Form-G and the request for resolution plana and evaluation matrix was approved as prepared by the erstwhile RP.

g. Further, the Applicant / RP has made public announcement of Form-G on 24.01.2025 for submission of Expression of Interest (EoI) and last date for submission of Resolution Plan was 18.03.2025. Thereafter, the Applicant states that he has received a total number of 9 Prospective Resolution Applicants (PRAs) for Corporate Debtor. Further, the Applicant has issued a final list of PRAs on 15.02.2025.

h. That as per Form -G, the Applicant / RP has issued Information Memorandum (IM), RFRP and Evaluation Matrix with all the PRAs on 15.02.2025. Thereafter, the Applicant has conducted a voting for modification in respect to RFRP and Evaluation Matrix in terms of Regulation 36B (5) of IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016 and the same was concluded with 75.24% votes in favour of that. Thereafter, the Applicant has appraised by an email to the PRAs that the last date for submission of Resolution Plan will be 04.04.2025 i.e. 30 days from 05.03.2025 considering Regulation 36B (5) of IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016.

j. Thereafter, the erstwhile RP has filed an application under Section 12(2) vide IA (IBC)No.944/KB/2025 and vide an order dated 21.04.2025, this Adjudicating Authority had dismissed the IA (IBC)No.944/KB/2025 as infructuous.

k. Thereafter, considering various extension of timeline for submission of Resolution Plan, the Applicant has received 1 (one) resolution Plan from PRA namely Premier Ferro Alloys & Securities Limited.

l. The Applicant thereafter received the revised resolution plan on 10.06.2025 and the same was put to vote on 19.06.2025 and voting was concluded on 20.06.2025 with 90.44% votes in its favour.

m. The applicant has said that an amount of Rs. 10 Lakhs has been received as performance guarantee.

n. The details of the CIRP as provided in the Form H are as under:

Given the Fair value and Liquidation value noted above, the Successful Resolution Applicant (SRA) namely Premier Ferro Alloys & Securities Limited under the revised Resolution Plan has provided a overview of the of the Financial summary of the Resolution Plan of the Corporate Debtor of Rs.7,40,77,666/- (Rupees Seven Crores Forty Lakhs Seventy-seven Thousand Six Hundred and sixty-six only) plus 26% of equity shares of the Corporate Debtor to the Secured Financial Creditor and Class-B shares. The amounts claimed, amount admitted and the amount provided under the Resolution Plan are as under:

Plan Pay Out:

(Amount in Rupees)

Further, in addition to INR 7,40,77,666.00, the Resolution Applicant also proposes to give 26% equity shares of the Corporate Debtor to the Secured Financial Creditor and Class B Shares, no dividend and no voting rights, towards the Unsustainable Debts of the assenting Secured Financial Creditors and assenting Unsecured Financial Creditors.

In the course of the hearing, the Learned Counsel for the Resolution Professional would submit that the Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016, read with relevant Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and does not contravene any of the provisions of law for the time being in force. The Synopsis are as under:

A bare perusal of the extracts / excerpts from the Plan establishes that

a. The revised Resolution Plan submitted by SRA has been approved with (90.44%) voting share.

b. As per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor.

c. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after its approval.

Accordingly, on perusal of the documents on record, supported by an affidavit of the Resolution Professional, we accord our satisfaction that the Resolution Plan as approved by the CoC, is in accordance with sections 30 and 31 of the IBC and also comply with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as enumerated supra.

We have perused the reliefs, waivers and concessions as sought for in the application. It is evident that some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the ambit of the I&B Code and the Companies Act 2013, while many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has the power to grant reliefs, waivers and concessions only concerning the reliefs, waivers and concessions that are directly with the I&B Code and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental authorities/departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013.

As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

It is almost trite and fairly well settled that the Resolution Plan must be consistent with the extant law. The Resolution Applicant shall make necessary applications to the concerned regulatory or statutory authorities for renewal of business permits and supply of essential services, if required, and all necessary forms along with filing fees etc. and such authority shall also consider the same keeping in mind the objectives of the Code, which is essentially the resolving of the insolvency of the Corporate Debtor.

In this context, we would rely upon the judgment in Embassy Property Developments Pvt. Ltd. vs. State of Karnataka reported at MANU/SC/1661/2019: (2020) 13 SCC 308, wherein, the Hon'ble Apex Court has laid down that:

The reliefs sought for subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements.

Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited reported in MANU/SC/0273/2021: (2021)9SCC657: [2021]13SCR737, wherein the Hon'ble Apex Court has held that

Further, the relevant part of the Ghanshyam Mishra judgment (supra) in this regard is reproduced below:

In this regard, we would also rely on the judgement of Hon’ble High Court of Rajasthan in the matter of EMC v. State of Rajasthan, Civil Writ Petition No. 6048/2020 with 6204/2020 reported in (2023) ibclaw.in 42 HC wherein it has been inter-alia held that

Thus on the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan as per the law laid down by the Hon'ble Supreme Court in Ghanashyam Mishra supra. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued.

With respect to the waivers sought in relation to guarantors, we seek to place reliance on the judgment of Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC, wherein the Hon'ble Supreme Court held in para 133 that sanction of a resolution plan and finality imparted to it by section 31 does not per se operate as a discharge of the guarantor's liability shall apply.

Further, we would rely upon the judgment rendered by the NCLAT in Roshan Lal Mittal v. Rishabh Jain reported in (2023) ibclaw.in 803 NCLAT that:

With respect to the reliefs and waivers sought for all inquiries, litigations, investigations and proceedings shall be granted strictly as per the section 32A of the Code and the provisions of the law as may be applicable.

In this context, we would note that upon the approval of the Resolution Plan, the Corporate Debtor avails the limbs of new management to revive its business. Thus, all the past liabilities of the Corporate Debtor including criminal liability prior to the initiation of the CIR Process shall stand effaced and the new management will step into the shoes of the company with a fresh or clean slate. Hence, the old management shall be liable to face all the offences committed prior to the commencement of the CIR Process. At this juncture, we would rely upon the judgment rendered by the Hon'ble Apex Court in Ajay Kumar Radheyshyam Goenka vs. Tourism Finance Corporation of India Ltd. reported in MANU/SC/0244/2023: (2023) 10 SCC 545 that:

Further, would also rely on the judgment of Hon'ble High Court of Madras in the matter of Vasan Healthcare Pvt. Ltd. vs. The Deputy Director of Income Tax (Investigation), Unit 3(2) reported in MANU/TN/0243/2024: (2024) ibclaw.in 80 HC, wherein it was held that:

Very recently, the Hon’ble Madras High Court in M/s. Vasan Healthcare Pvt Ltd v. M/s. India Infoline Finance Ltd, Crl O.P. No. 1772 of 2024, reported in (2024) ibclaw.in 700 HC, (hereinafter referred to as ‘Vasan Healthcare Pvt. Ltd. II’) has observed that:

Further, the Hon’ble Apex Court in Jaypee Kensington Boulevard Apartments Welfare Association and Ors. vs. NBCC (India) Ltd. and Ors. reported in (2022) 1 SCC 401: MANU/SC/0206/2021 at Para 216, has laid down that:

Further, in Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta reported at (2020) 8 SCC 531: MANU/SC/1577/2019, the Hon’ble Apex Court has propounded that:

Hence, we would infer that if there are any personal guarantors of the corporate debtor, the personal guarantees shall be invoked and an appropriate action against them, in accordance with law, be taken.

As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

In case of non-compliance of this order or withdrawal of Resolution Plan, the CoC shall have the right to forfeit the EMD amount already paid by the Resolution Applicant.

In the light of the enumerations and observations made in this Order supra, we hereby APPROVE the Resolution Plan submitted by Premier Ferro Alloys & Securities Limited (Successful Resolution Applicant) with a Plan value of INR 7,40,77,666.00 plus 26% equity shares of the Corporate Debtor to the Secured Financial Creditor and Class-B Shares.

The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the Corporate Debtor and all other stakeholders involved in terms of Section 31 of the I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay.

The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect.

The Moratorium imposed under section 14 shall cease to have effect from the date of this order.

The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return to the Resolution Applicant or New Promoters.

Certified copy of this Order be issued on demand to the concerned parties, upon due compliance.

Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan.

A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal.

It is not on record that whether the Financial Creditors have invoked Personal Guarantees or not. It is essential for the purpose of maximization for wealth of the Corporate Debtor, personal guarantees need to be invoked. Therefore, we direct the Financial Creditors to invoke Personal Guarantees, if not already done.

The Resolution Professional may stand discharged from his duties with effect from the date of this Order, however, he is required to comply with our direction mentioned in Para 30 of the order subject to comply the direction, which the creditors should bear in mind.

The Resolution Professional shall stand discharged from his duties with effect from the date of this Order.

The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation.

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

The Interlocutory Application being IA (IB)/(PLAN)/19(KB)2025 along with main Company Petition vide CP(IB) No. 309(KB) /2022 shall stand disposed of accordingly.

Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.