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2019 (5) TMI 1838 - Tri - Insolvency and BankruptcyApproval of Resolution Plan - termination of agreements - HELD THAT:- The resolution applicant in its resolution plan, cannot seek to terminate agreements that have created legal rights in third parties without adhering to the due process of law by which those agreements could have been terminated in case there was no CIRP in place. Such termination of legally binding agreements would violate the law under which such contracts are governed and thus in violation of section 30(2)(e). The termination in the present situation is based on the allegations of the terms of the Contract being onerous and against the interest of the Company. There is an application filed by Resolution Professional under section 45 of the I&B Code for setting aside of the transaction above between the Corporate Debtor and the Veritas being undervalued which is pending final adjudication before this Tribunal. Therefore, the validity of the said transactions is yet to be decided by this Tribunal, and until then these transactions shall not be treated as undervalued transactions. The renegotiations are welcomed, and this Tribunal could not have demanded anything more than an amicable settlement of the dispute within the parties themselves out of these proceedings. However, this Tribunal is not inclined to give any exemptions or unilateral termination of legally binding contracts creating rights of third parties and existing before the initiation of the CIRP. Further, the Veritas does not have any right as sub-concessionaire or sub-lessee to get a copy of the resolution plan so the copy of the resolution plan cannot be given to the Veritas as sought in its application. This Bench is of the view that the Resolution Applicant has all the rights to either continue or terminate the existing agreements of the Company but only as per due process under applicable laws and this bench would not grant any exemption from liability under any Law. This Adjudicating Authority cannot sit in a judicial enquiry into the commercial wisdom of the CoC in dissenting to the resolution plan of the unsuccessful resolution applicant, i.e. APSEZ and that too with a whopping percentage of 99.38%. Instead, when the CoC has approved the resolution plan of the JNPT with a majority of 99.38%, then enquiry into the “approved” resolution plan is only possible on limited grounds referred to in Section 30(2) read with Section 31(1) of the I&B Code - application dismissed.
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