Astonfield Solar (Gujarat) Private Limited

Jurisdiction of the NCLT/NCLAT over Contractual Disputes | Interpretation of Section 60(5)(c) of IBC – Gujarat Urja Vikas Nigam Limited Vs. Mr. Amit Gupta & Ors. – Supreme Court

This judgment covers: A. Interpretation Rule for the provisions of the IBC. B. Jurisdiction of the NCLT/NCLAT over contractual disputes. C. Residuary jurisdiction of the NCLT under section 60(5)(c): “arising out of” and “in relation to”. D.1 Position of ipso facto clauses in international and multilateral organizations. D.2 Position of ipso facto clauses in India. E. Going concern concept under IBC. F. NCLT would have been empowered to set aside the termination of the PPA. G. Others: Interpretation of a ‘word’ in the statue. H. Conclusion

Jurisdiction of the NCLT/NCLAT over Contractual Disputes | Interpretation of Section 60(5)(c) of IBC – Gujarat Urja Vikas Nigam Limited Vs. Mr. Amit Gupta & Ors. – Supreme Court Read Post »

No provision in the Code which allows withdrawal of an approved Resolution Plan & the successful Resolution Plan incorporates contractual terms binding the Resolution Applicant but it is not a contract of personal service which may be legally unenforceable – Kundan Care Products Ltd. Vs. Mr. Amit Gupta Resolution Professional – NCLAT New Delhi

NCLAT held that:
(i) There is no provision in the IBC entitling the Successful Resolution Applicant to seek withdrawal after its Resolution Plan stands approved by the Committee of Creditors with requisite majority;

(ii) The successful Resolution Plan incorporates contractual terms binding the Resolution Applicant but it is not a contract of personal service which may be legally unenforceable;

(iii) The Resolution Applicant in such case is estopped from wriggling out of the liabilities incurred under the approved Resolution Plan and the principle of estoppel by conduct would apply to it;

(iv) The value of the assets of the Corporate Debtor is bound to have depleted because of passage of time consumed in CIRP and in the event of Successful Resolution Applicant being permitted to walk out with impunity, the Corporate Debtor’s depleting value would leave all stakeholders in a state of devastation.

No provision in the Code which allows withdrawal of an approved Resolution Plan & the successful Resolution Plan incorporates contractual terms binding the Resolution Applicant but it is not a contract of personal service which may be legally unenforceable – Kundan Care Products Ltd. Vs. Mr. Amit Gupta Resolution Professional – NCLAT New Delhi Read Post »

Even if Shareholder ceased to exercise their right to vote with regard to the companies, but still they have right to decide whether approving or disapproving the decision be proceeded with the CIRP u/s 10 of the I&B Code – Export-Import Bank of India & Anr. Vs. Astonfield Solar (Gujarat) Pvt. Ltd. & Anr. – NCLAT

Even if it is presumed that the shareholder ceased to exercise their right to vote with regard to the companies aforesaid, their right under clause (c) of sub-section (3) of Section 7 does not stand superseded by the aforesaid provision.
NCLAT has held that the shareholder has a right to decide whether approving or disapproving the decision be proceeded with the corporate insolvency resolution process under Section 10 of the I&B Code. Such right does not stand curtailed by Deed of Pledge dated 28th March, 2013.

Even if Shareholder ceased to exercise their right to vote with regard to the companies, but still they have right to decide whether approving or disapproving the decision be proceeded with the CIRP u/s 10 of the I&B Code – Export-Import Bank of India & Anr. Vs. Astonfield Solar (Gujarat) Pvt. Ltd. & Anr. – NCLAT Read Post »

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