IBC Resolution Doesn't Extinguish Statutory Claims Left Open By NCLT: Calcutta High Court

The Calcutta High Court has clarified that approval of a resolution plan under insolvency law does not wipe out claims that were specifically excluded and left open by the tribunal at the time of approval.A Division Bench of Justices Madhuresh Prasad and Supratim Bhattacharya, in an order dated December 8, 2025, dismissed an appeal filed by S.S. Natural Resources Pvt Ltd and upheld a demand for transfer fees raised by the West Bengal Industrial Development Corporation for industrial land at Kharagpur. The court made it clear that the transfer fee demand was never frozen or extinguished by the insolvency resolution plan. It noted that the plan approved by the tribunal did not grant any waiver of transfer fees. “There is no question of the demand for transfer fee to be considered frozen, since the resolution plan as approved by the adjudicating authority did not approve any clause regarding the demand for transfer fee raised by WBIDC,” the court observed. The bench further pointed out that the issue had been consciously kept open by the insolvency tribunal itself. “In fact, this issue was specifically left open by the NCLT to be raised by the writ petitioner before the WBIDC,” it said. S S Natural Resources had emerged as the successful resolution applicant in the insolvency of Ramsarup Industries Ltd, which involved the transfer of around 315 acres of leasehold industrial land originally allotted by WBIDC. In its resolution plan, the company had sought a waiver of transfer fees, lease arrears and penalties. When the insolvency plan was approved in September 2019, the NCLT's Kolkata bench made one thing clear. It refused to grant any waiver of transfer fees. Instead, it said that if the company wanted relief from such statutory or contractual payments, it would have to take that issue up directly with WBIDC. This was later upheld by the appellate tribunal and eventually by the Supreme Court. Once the resolution concluded, WBIDC issued notices in 2022 asking the company to pay Rs 6.45 crore as transfer fees. The company challenged the demand in the Calcutta High Court, arguing that the approved resolution plan protected it from any fresh claims. The High Court disagreed. It said a resolution plan settles only those claims that are expressly accepted in it. Since no waiver of transfer fees was ever approved, the court held that WBIDC's demand could not be treated as wiped out or frozen by the insolvency process. The court also took a serious view of the company's conduct. It found that S.S. Natural Resources had misrepresented its own submissions before the appellate tribunal to suggest that the transfer fee issue had been settled in its favour. Emphasising that writ jurisdiction is discretionary, the Bench said such conduct alone was sufficient to deny relief. “Once it is found that a party has approached the extraordinary discretionary equitable writ jurisdiction by resorting to willful and deliberate suppression and misrepresentation of material facts, such party would not be entitled to any relief by the writ Court, and a writ petition is liable to be dismissed on this ground alone,” it held.Upholding the dismissal of the petition, the court concluded that a resolution applicant cannot bypass liabilities that were deliberately kept outside the resolution plan by the insolvency tribunalCase Title: S.S. Natural Resources Pvt Ltd and Anr vs West Bengal Industrial Development Corporation Ltd and Anr Case Number: APO 49 of 2024 with WPO 2392 of 2022, IA No. GA/1/2024 For Appellants: Sr. Advocate Ratnako Banerji with Advocates Vaibhavi Pandey, Akshita Bohra For WBIDC: Sr. Advocate T.M. Siddique with Advocates T. Chakraborty, S. Adak, S. Sanyal Click Here To Read/Download Order

IBC Resolution Doesn't Extinguish Statutory Claims Left Open By NCLT: Calcutta High Court

Kirit Singhania

Tags