Income Tax Claim Extinguished Post NCLT Approval of resolution plan: Delhi HC

Monnet Ispat and Energy Limited Vs ACIT (Delhi High Court)

Introduction: The Delhi High Court recently issued a significant ruling concerning the claim of income tax, particularly in cases involving corporate insolvency and resolution. The case, Monnet Ispat and Energy Limited Vs. ACIT, revolved around whether an income tax claim could extinguish upon the post-approval of a resolution plan by the National Company Law Tribunal (NCLT). This article provides an in-depth analysis of the case, the court’s decision, and its implications.

1. Background of the Case: Monnet Ispat and Energy Limited, hereinafter referred to as the petitioner, had faced income tax demands for Assessment Years (AYs) 2005-06 to 2011-12. These claims were under scrutiny by the Commissioner of Income Tax (Appeals) [CIT(A)]. However, a pivotal development occurred when the National Company Law Tribunal, Mumbai Bench (NCLT Mumbai), approved a resolution plan that brought significant changes to the petitioner’s corporate structure and financial position.

2. NCLT’s Impact: The petitioner submitted that the NCLT’s approval of the resolution plan, along with changes in the company’s name and structure, had a profound effect on their income tax liabilities. The NCLT order had wide-ranging implications on legal proceedings against the corporate debtor, the petitioner in this case.

3. CIT(A) Order: The CIT(A) issued an order on 30.12.2022, stating that the demand for AYs 2005-06 to 2011-12 had been “deemed to be permanently extinguished.” The order emphasized that it was no longer necessary for the petitioner to approach the Assessing Officer (AO) with the NCLT’s proceedings, as the demand had been extinguished due to the NCLT’s order. It was noted that all litigations and proceedings against the petitioner would stand abated.

4. Delhi High Court’s Decision: In the application before the Delhi High Court, the petitioner sought the court’s approval to substitute their name with JSW Steel Limited, which had acquired the petitioner. The petitioner presented the NCLT Mumbai’s order dated 06.2023 and the certificate of incorporation reflecting the change of name issued by the Registrar of Companies as supporting evidence.

5. Court’s Disposition: The Delhi High Court, having considered the evidence provided by the petitioner and the fact that the income tax demand for AYs 2005-06 to 2011-12 had been extinguished as per the CIT(A)’s order, granted the petitioner’s application. The court permitted the substitution of the petitioner’s name with JSW Steel Limited.

6. Writ Petition Disposition: The petitioner’s counsel further drew attention to a relevant order by NCLT Mumbai, dated 18.07.2017, which affirmed the extinguishment of proceedings pertaining to AYs 2005-06 to 2011-12. This outcome was outlined in paragraph 11 of the NCLT order. The Delhi High Court concurred with this information.

7. Implication for the Writ Petition: The Delhi High Court disposed of the writ petition in line with paragraph 7 of the CIT(A)’s order. The interim order issued on 24.12.2019 was vacated, signifying the resolution of the legal matter in favor of the petitioner. Consequently, the pending interlocutory applications were closed.

8. Conclusion: The Delhi High Court’s ruling in the case of Monnet Ispat and Energy Limited Vs. ACIT has significant implications for the extinguishment of income tax claims in the context of corporate insolvency and resolution. The court affirmed that once a resolution plan is approved by the National Company Law Tribunal (NCLT), income tax demands, including those under scrutiny or in litigation, can be deemed permanently extinguished. The court’s decision, in this case, underscores the legal impact of NCLT’s approval of resolution plans on income tax claims and provides clarity on the legal consequences for taxpayers involved in corporate insolvency processes.

FULL TEXT OF THE JUDGMENT/ORDER OF DELHI HIGH COURT

1. Issue notice.

1.1  Mr Puneer Rai, learned senior standing counsel, accepts notice on behalf of the respondents/revenue.

2. Mr Rai says that he does not wish to file a reply and therefore the prayer made in the application can be allowed, subject to just exceptions.

3. The substantive prayer made in the application is as follows:

“a) Allow the present application and pass an order substituting the Applicant i.e., JSW Steel Limited in place of the Petitioner i.e., Monnet Ispat and Energy Limited; and…”

4. In support of the prayer, the petitioner has relied upon the order dated 06.2023 passed by the National Company Law Tribunal, Mumbai Bench  [in short, “NCLT Mumbai”] and the certificate of incorporation pursuant to change of name, issued by the Office of Registrar of Companies.

5. Having regard to the foregoing, the prayer made in the application is allowed.

6. We may also note that in the application, the order dated 30.12.2022 passed by the Commissioner of Income Tax (Appeals) [in short, “CIT(A)”] is alluded to. The operative part of the said order reads as follows:

“7. Since the above stated demand has been deemed to be permanently extinguished, it is nothing but an empty formality to direct the appellant to approach the AO to place on record the proceedings of NCLT which accepted the Resolution Plan in respect of the appellant company. The AO would then proceed to give effect to the said order in terms of the provisions of section 156A of the IT Act. Para 11 of the order of NCLT, as quoted at Para 4 her ei nabove, also notes that all litigations and proceedings against the assessee shall stand abated. Accordingly, in view of the above factors, the present appeals are rendered infructuous and are dismissed as such with the direction to the AO to give effect to the order of the NCLT expeditiously.”

7. In view of the said order, we are told that the demand for Assessment Years (AYs) 2005-06 to 2011-12 has been dropped.

7.1 This aspect is relevant perhaps for the purpose of the closure of the writ petition.

8. The application is disposed of, in the terms given above.

W.P.(C) 13662/2019 & CM Appls.55093/2019, 6351/2020

9. Ms Misha, the counsel who appears on behalf of the petitioner, has brought to our notice the order dated 18.07.2017 passed by the NCLT, Mumbai to bring home the fact that the proceedings qua AYs 2005-06 to 2011-12 have been dropped.

10. For this purpose, our attention has been brought to paragraph 11 of the said order. For convenience, the same is extracted hereafter:

“11. In view of the same, this Bench hereby admits this Petition prohibiting all of the following of item-I, namely:

I (a) the institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority”

(b) transferring, encumbering, alienating or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein;

(c) any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act);

(d) the recovery of any property by an owner or lessor where any such property is occupied by or in the possession of the corporate debtor.

(II) That the supply of essential goods or services to the corporate debtor, if continuing, shall not be terminated or suspended or interrupted during moratorium period.

(III) That the provisions of sub-section (1) of Section 14 shall not apply to such  transactions as may be notified by the Central Government in consultation with any financial sector regulator.

(IV) That the order of moratorium shall have effect from 18.7.2017 till the completion of the corporate insolvency resolution process or until this Bench approves the resolution plan under sub-section (1) of section. 31 or passes an order for liquidation of corporate debtor under section 33, as the case may be.

(V) That the public announcement of the corporate insolvency resolution process shall be made immediately as specified under section 13 of the

(VI) That this Bench hereby appoints Mr. Sumit Binani, Room No.6, 4th Floor 24, Commerce House, Ganesh Chandra Avenue, Kolkata 700013, Registration No. IBBI/IPA-001/IP-N00005/2016-2017/10025 as Interim Resolution Professional to carry the functions as mentioned under Insolvency & Bankruptcy Code.”

11. This position is not disputed by Mr Rai.

12. Ms Misha says that her instructions are that no appeals have been preferred against the aforesaid order dated 30.12.2022 passed by the CIT(A).

13. Accordingly, the writ petition is disposed of, in terms of paragraph 7 of the CIT(A) order.

14. The interim order dated 24.12.2019 shall stand vacated.

15. Consequently, the pending interlocutory applications are closed.