Undisclosed assets discovered post-resolution vest with the Successful Resolution Applicant, not erstwhile creditors.

The Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor (CD), SPS Steels Rolling Mills Ltd., commenced on 22.12.2017

The Successful Resolution Applicant (SRA), Shakambhari Ispat and Power Limited, had its Resolution Plan approved on 08.04.2019, subsequently paying all dues to the Financial Creditors, including the Respondent Banks

In March 2020, the SRA discovered that the CD held Fixed Deposit Receipts (FDRs) as margin money for Bank Guarantees (BGs) with the Respondent Banks, which were neither disclosed in the Information Memorandum (IM) nor claimed during the CIRP

The BGs had expired prior to or during the CIRP

The Respondent Banks adjusted these FDRs against their own pre-resolution dues or refused to release them, arguing that since these assets were not part of the IM, the SRA had no right to them

The Adjudicating Authority (NCLT) dismissed the SRA’s applications and directed that the FDR proceeds be placed before the erstwhile Committee of Creditors (CoC) for distribution

1. Whether assets of the Corporate Debtor that were omitted from the Information Memorandum belong to the Successful Resolution Applicant or the erstwhile Committee of Creditors post-implementation of the Resolution Plan.

2. Whether Financial Creditors are entitled to "adjust" undisclosed assets of the Corporate Debtor against their settled dues after a Resolution Plan has been fully implemented.

Section 31 of the Insolvency and Bankruptcy Code, 2016 (IBC), which mandates that an approved Resolution Plan is binding on all stakeholders and extinguishes all claims not included therein

The "clean slate" principle established in Ghanashyam Mishra & Sons Pvt Ltd v. Edelweiss ARC (2021), holding that once a plan is approved, claims are frozen and subsequent liabilities cannot be saddled on the SRA

The precedent from Indian Overseas Bank v. Arvind Kumar (2020), which stipulates that margin money reverts to the borrower/Corporate Debtor once the associated Bank Guarantee expires without invocation

IBBI (CIRP) Regulations 36, 37, and 38, noting that while the Information Memorandum must contain relevant details for the SRA, the absence of an asset in the IM does not automatically transfer ownership of that asset to the erstwhile CoC

The Tribunal reasoned that the purpose of the Information Memorandum is to provide a comprehensive document for the guidance of Resolution Applicants, but it is not an exhaustive limit on the assets of the Corporate Debtor

The court observed that while Regulation 36 specifically mentions "contingent liabilities," it is silent on "contingent assets," which are often not recognized in financial statements due to the principle of conservatism

The Tribunal rejected the Respondents' argument that the SRA is only entitled to assets explicitly mentioned in the IM, noting that physical or financial assets discovered post-approval remain the property of the Corporate Debtor under its new management

It emphasized that the Respondent Banks had already settled their claims through the Resolution Plan and could not now "adjust" their dues using newly discovered assets, as their pre-plan claims stood extinguished under Section 31

The court further noted that since the BGs had expired, the margin money (FDRs) legally belonged to the Corporate Debtor and not the Banks

The Tribunal held that assets of the Corporate Debtor discovered after the approval of a Resolution Plan belong to the Corporate Debtor (under the SRA's management) and cannot be claimed or adjusted by the erstwhile CoC or Financial Creditors

The matter was remanded to the Adjudicating Authority for a decision in accordance with these findings, with parties directed to appear on 06.04.2026

No order as to costs was made