IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI

BENCH- I

IA No. 11 of 2024
IN
CP(IB) No. 1015 of 2019
Under Section 30 of the Insolvency and
Bankruptcy Code, 2016 r/w Regulation 39 of the
Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate
Persons) Regulations, 2016

IA No. 11 of 2024
In the Application of
Dr. Rajendra M. Ganatra
…Resolution
Professional/Applicant

In the matter of
Shailen S Gala (HUF) and Ors.
…Financial Creditors

Versus

Mayurpankh Fine Builders Private Limited

…Corporate Debtor
Order Delivered on : 02.05.2024

Coram:
Hon’ble Member (Judicial) : SH. Justice Virendrasingh G. Bisht (Retd.)
Hon’ble Member (Technical) : SH. Prabhat Kumar
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Appearances:
For the Applicant : Mr. Vinod Kothari, Mr. Aayush Kothari,
Mr. Mahendra Rahlan, Ms. Suyesha
Kakarla, Mr. Chinmay Bhojane,
Advocates

ORDER

Per: Virendrasingh G Bisht, Member (Judicial)

1. The present Application is moved by Resolution Professional

Dr. Rajendra M. Ganatra ( “Applicant”) under Section 30(6) of the
Insolvency and Bankruptcy Code, 2016 (“Code”) r/w Regulation
39(4) of the IBBI (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016 (“CIRP Regulations”) for seeking
approval of the Resolution Plan of Krishnir Realtors Private Limited
in consortium with Mr. Mukesh M. Doshi (“Successful Resolution
Applicant/SRA”) under the provisions of Section 31(1) of the Code,
for Mayurpankh Fine Builders Private Limited (“Corporate
Debtor”) and for passing order/appropriate direction that this
Tribunal may deem fit in the present matter.

Brief Facts
2. The Corporate Debtor’s CIRP was initiated vide this Tribunal’s Order
dated 19.09.2019 and Mr. Arundeep Singh Pathania was appointed as
the Interim Resolution Professional (“IRP”) of the Corporate Debtor.

3. At the 1st CoC meeting dated 22.10.2019, the CoC resolved to appoint
Dr. Rajendra M. Ganatra, the Applicant herein, as the Resolution
Professional. The Application for confirmation of IRP as the Resolution
Professional of the Corporate Debtor was allowed by this Tribunal vide
Order dated 24.09.2019.

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4. The Public Announcement was made in Form A dated 28.09.2019

inviting claims from the creditors of the Corporate Debtor and the CoC
of the Corporate Debtor was constituted on 16.10.2019.

5. On 11.11.2019, the CoC approved the appointment of Mr. Jigar Shah and
Mr. Puneet Tyagi (“Registered Valuers”) as valuers for valuation the
Corporate Debtor. The average fair value of the Corporate Debtor was
determined as Rs. 98,93,33,793/- (Rupees Ninety Eight Crores, Ninety
Three Lakhs, Thirty Three Thousand, Seven Hundred and Ninety Three
Only). The average liquidation value of the Corporate Debtor was
determined as Rs. 78,98,63,738 (Rupees Seventy Eight Crores, Ninety
Eight Lakhs, Sixty Three Thousand, Seven Hundred and Thirty Eight
Only).

6. The Resolution Professional published Form G dated 10.12.2019 along

with detailed Invitation of Expression of Interest (“EOI”) and received
two EOIs, i.e. from Aman Infra and Ozone Homes Private Limited.
However, only Ozone Homes Private Limited qualified as Aman Infra
failed to pay the requisite refundable process participant fees. Pursuant to
the approval of the Request For Resolution Plan (“RFRP”) by the CoC,
the Resolution Professional issued the Information Memorandum
(“IM”) to the Resolution Applicant on 21.01.2020.

7. At the 3rd CoC meeting held on 17.02.2020, the Resolution professional

declared the Final List of Prospective Resolution Applicants (“PRAs”)
which comprised of only Ozone Homes Private Limited.

8. Accordingly, Ozone Homes Private Limited submitted its Resolution

Plan along with an affidavit dated 19.02.2020 stating that it is eligible
under Section 29A of the Code. As pet the decision of the CoC at its 4th
meeting, the Resolution Applicant was required to submit a revised
Resolution Plan incorporating the suggestions made by the CoC

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members. On 06.03.2020, the Resolution Applicant sought more time to

submit the Resolution Plan.

9. On 12.03.2020, the Resolution professional filed an application bearing

IA No. 914/2020 seeking an extension of 90 days beyond 180 days of
the CIRP period before this Tribunal. The Tribunal allowed this
application vide Order dated 20.11.2020.

10. The Resolution Applicant submitted the revised Resolution Plan on

07.07.2020. Thereafter, at the 6th CoC meeting held on 20.07.2020, the
CoC considered and approved the Resolution Plan submitted by the
Resolution Applicant with a vote of 99.99%. Subsequently, an
application dated 26.08.2020 bearing IA No. 1312/2020 was filed before
this Tribunal for the approval of the Resolution Plan.

11. While IA 1312/2020 was pending adjudication, the Successful

Resolution Applicant (“SRA”), i.e. Ozone Homes Private Limited and
the Ozone Group faced financial distress and on 22.03.2022, they sent an
e-mail to the Resolution Professional seeking to withdraw from the
NCLT proceedings for approval of their Resolution Plan. Accordingly,
the Resolution Professional filed an affidavit dated 04.04.2022 before this
Tribunal for suitable directions in the matter.

12. Consequently, at the 9th CoC meeting held on 04.09.2022, and which
concluded after two adjournments on 25.10.2022, the CoC resolved to
undertake the following –
a) pray to the Tribunal for rejection/withdrawal of the Resolution Plan
of the SRA which was pending adjudication
b) request further 90 days for issue of fresh Form-G for CIRP of the
Corporate Debtor
c) forfeit the Rs. 10 lakhs deposited by the SRA as Performance
Guarantee in accordance with the RFRP terms and use that amount
to meet the CIRP cost.

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13. Accordingly, an application bearing IA No. 3858/2022 was filed by the

Resolution Professional before this Tribunal on 25.11.2022. The Tribunal
allowed the Resolution Professional’s prayers vide Order dated
21.11.2023. The period from the date of filing of IA 1312/2020 till the
date of its withdrawal and extension of time period of another 90 days for
completion of the CIRP of the Corporate Debtor was also granted.

14. Consequently, the Resolution Professional published a fresh Form G

dated 26.11.2023 inviting EOIs. The Resolution Professional received 3
EOIs from –
a) Krishnir Realtors Private Limited in consortium with Mr. Mukesh M.
Doshi
b) Shree Naman Developers Private Limited
c) Eka Townships Private Limited in consortium with DOTOM
Buildcon LLP.

15. However, only Krishnir Realtors Private Limited in consortium with

Mr. Mukesh M. Doshi was found to be an eligible PRA. The updated IM,
RFRP and Evaluation Matrix were provided to the eligible Resolution
Applicant on 20.12.2023. The Resolution Applicant submitted the
Resolution Plan on 20.01.2024. The Resolution Plan was considered at
the 12th CoC meeting held on 27.01.2024. The CoC deliberated upon the
Resolution Plan and proposed certain modifications which were accepted
by the Representative of the Resolution Applicant. Accordingly, the
Resolution Applicant submitted a revised Resolution Plan dated
31.01.2024. On 01.02.2024, the Resolution Applicant clarified certain
errors in the Resolution Plan through a letter.

16. Their Resolution Plan was approved by the CoC with 99.36% votes
through the e-voting conducted between 31.01.2024 and 03.02.2024.

17. The Successful Resolution Applicant has remitted Rs. 50 lakhs as

Performance Security in the designated account of the Corporate Debtor

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in accordance with the RFRP. The amount has been kept as Fixed
Deposit with the lien of the creditors till continuance of the Performance
Security.

Salient Features of the Resolution Plan

18. The key features and summary of the final Resolution Plan submitted by
the Resolution Applicant and as approved by the COC are as under:

A) AMOUNT UNDER THE RESOLUTON PLAN

i) The resolution plan is based on the current approval of restricted
height of 15.24 metres which has resulted in reduction in the sale area
to 22,781 sq.ft. which is 35.83% of the maximum carpet area of
63,581 sq.ft. assumed by the valuers. The nominal value of the
Corporate Debtor’s project based on 22,781 sq.ft. of RERA sale
carpet area is Rs.37.09 as explained in the paragraph above. Based
on the restricted height as above, the amount envisaged in the
Resolution Plan is Rs. 66.231 crore (inclusive of loan and working
capital), as under:

Sr.
No. Sources Rs. Crore
1 CIRP cost 5.000
Allocation to secured financial creditor
2 15.800
to be paid upfront
Allocation of 5% of admitted claims to
unsecured financial creditors to be paid
3 2.400
in the form of RERA carpet area (535
sq.ft.)
Allocation to operational creditors to be
4 0.031
paid upfront
Loan and working capital infusion
5 43.000
(Need-based, from RA)

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Total 66.231

ii) The height of the project has been restricted to 15.24 metres due to
the presence of the Signal Transmitting Station of Defence Forces in
terms of Defence Ministry’s notification No. SRO 150 u/s 7 of Works
of Defence Act, 1903. Since a number of buildings had already been
allowed unrestricted height earlier, the Corporate Debtor moved
Bombay High Court by way of a Writ Petition (L) No. 337 of 2015.
The matter is yet to be disposed of.

iii)Although the above allocation to the creditors constitutes full and

final settlement in terms of the Resolution Plan, the Resolution
Applicant has proposed that in case the full height approval
materializes following disposal of the Writ Petition within two years
from the Trigger date (maximum of 45 days from the date of
resolution plan approval), it will repay the remaining 95% of the dues
of unsecured creditors amounting to Rs. 45.69 crore in the form of
additional RERA carpet area allocation of 10,153 sq.ft. In this case,
the total amount envisaged in the Resolution Plan would be
Rs. 85.921 crore (inclusive of loan and working capital), as under:

Sr.
No. Sources Rs. Crore
1 CIRP cost 5.000
Allocation to secured financial creditor to
2 15.800
be paid upfront
Allocation of 5% of admitted claims to
3 unsecured financial creditors to be paid in 2.400
the form of RERA carpet area (535 sq.ft)
Allocation of the remaining 95% of
4 45.690
admitted claims to unsecured financial

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creditors to be paid in the form of RERA

carpet area (10,153 sq.ft.)
Allocation to operational creditors to be
5 0.031
paid upfront
Loan and working capital infusion (Need-
6 43.000
based, from RA)

Total 111.921

iv) The payment of CIRP cost, and allocation to the creditors (with
restricted height approval), as envisaged under the Resolution Plan
shall be made in the following manner as summarized at Clause 10.3
of the Resolution Plan.

Settlement
Admitted
Sr. No. Particulars of Claim Type of Claim Amount
Amount (INR)
(INR)

1. CIRP Costs At actuals - 5,00,00,000

Secured Financial
2. Secured 1,57,85,77,747 15,80,00,000
Creditors

Unsecured Financial 2,40,44,797

3. Unsecured 48,08,95,929
Creditors Refer to
Note 1

4. Operational Creditors Unsecured 3,05,69,540 3,05,695

Employees and
5. NA (No claim) NA NIL
Workmen

6. GRAND TOTAL 52,83,05,695

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Note 1: As mentioned above, the Unsecured Creditors have been

assigned area in 2 phases, total allocation of 10,686 sq.ft. at a rate of
Rs. 45000/- per sq. ft., the estimated value is Rs. 48,08,95,931/-
(Rupees Forty Eight Crores Eight Lakhs Ninety Five thousand Nine
Hundred Thirty one Only) .

B) TREATMENT OF CIRP COSTS

i) CIRP costs as on March, 2024 of Rs.5,19,11,102/- (Rupees Five
Crores Nineteen Lakhs Eleven Thousand One Hundred and Two
only) to be paid in priority to the other creditors under the Resolution
Plan.

ii) Any further increase will be paid by the Resolution Applicant.

C) TREATMENT OF SECURED FINANCIAL CREDITORS

i) The Resolution Applicant proposes to pay the Secured Financial
Creditor in the manner set out in the Resolution Plan which is
extracted and reproduced herein below.

D) TREATMENT OF UNSECURED FINANCIAL CREDITORS

i) The Resolution Applicant proposes to pay the unsecured Financial
Creditors by allotting area in two phases. In phase 1, the SRA will
allocate 534.33 sq. ft. area the value of which is estimated to be
Rs.2,40,44,797/- (Rupees Two Crores Forty Lakhs Forty Four
Thousand Seven Hundred and Ninety Seven only) (Clause 7.1) The
allocation will be in following manner as set out in Schedule II of the

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Resolution Plan -

ii) In phase 2, the SRA will allocate 10,153 sq. ft. area the value of which
is estimated to be Rs.45,68,51,134/- (Rupees Forty Five Crores Sixty
Eight Lakhs Fifty One Thousand One Hundred and Thirty One
only) (Clause 7.1). The allocation will be in following manner as set
out in Schedule II of the Resolution Plan -

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E) TREATMENT OF DISSENTING FINANCIAL CREDITORS

i) It is respectfully submitted that the Dissenting Financial Creditors
shall be paid as per section 30(2) of the IBC, they shall not be paid
less that at least the amount payable to them in accordance with
Section 53(1) of IBC in the event of liquidation of the Corporate
Debtor. They shall be aid in priority to the Consenting Financial
Creditors. It may be observed that the Resolution Plan was voted
with 99.36% votes in favour and only one abstention with 0.64%

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vote. The abstaining creditor itself is undergoing CIRP.

ii) Total Bid Value shall not change.

F) TREATMENT OF OPERATIONAL CREDITORS

i) The Resolution Applicant proposes to pay to the Operational
Creditors an amount of Rs. 3,05,695/- (Rupees Three Lakhs Five
Thousand Six Hundred and Ninety five) against the total claim of
Rs.3,05,69,540 /- (Rupees Threes Crores Five lakhs Sixty Nine
Thousand Five Hundred and Forty only)

ii) The Operational Creditors shall be paid in priority to the other

creditors within 57 days of approval of the Plan.

iii)The above claim covers statutory claims received from Income Tax
Department of Rs. 2,98,58,950/- (Rupees Two Crores Ninety Eight
lakhs Fifty Eight Thousand Six Hundred and Fifty only).

iv) There are no claims received from workmen or employees

G) PAYMENT TOWARDS WORKING CAPITAL AND

CAPITAL EXPENDITURE
i) The Resolution Applicant shall infuse fresh fund of Rs.22,00,000/-
or higher towards working capital to successfully complete the
Project with speedy implementation.

ii) Apart from Working Capital mentioned above, the equity and loan
from the promoters will be Rs.21,05,00,000/- (Rupees Twenty One
Crores and Five Lakhs only) to meet the upfront payment
commitment of Rs.20,83,00,000/- (Rupees Twenty Crores and Eight
Three Lakhs only) towards CIRP costs and payment to creditors.

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H) TERM OF THE PLAN AND IMPLEMENTATION

SCHEDULE
i) The term of the Resolution Plan shall be of 36 months from the
Effective Date to Closure Date for Phase I and another 36 months
from the date of Full Height Approval, if received.

I) CONCESSIONS AND RELIEFS

i) The Resolution Plan is based on the assumption of running the
Corporate Debtor’s operation on a fresh slate. Towards this, the
Resolution Plan envisages the following:
a. In para 13.2 of the Resolution Plan, the SRA has sought certain
waivers/ reliefs/concessions, dispensations, other rights and
benefits.

b.In para 13.3, the SRA has sought immunity from any past and
existing defaults / non-compliance/ lapses in relation to the CD
or by the CD or by its erstwhile promoters, board of directors,
management and any other person.

c. In para 13.4, the SRA has sought certain tax and stamp duty
related exemptions / waivers.

d. In para 13.5, the SRA has sought immunity from anti-

corruption provisions.

ii) It is pertinent to mention that in para 13, the SRA has stated that any
disallowance or non-grant of the reliefs (by the Adjudicating
Authority) will not impact the effectiveness or implementation of
the Resolution Plan and the same should not be viewed as
conditionalities to the implementation of this Resolution Plan or any
time line for such implementation.

J) MANAGEMENT AND CONTROL OF THE CORPORATE

DEBTOR
i) The present directors would cease to be directors and the team of
Resolution Applicants shall manage the affairs of the Corporate

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Debtor.

ii) Mr. Mayur Gandhi and Mr. Kaushal Doshi shall be in management
and control of the Corporate Debtor.

iii)The SRA shall induct experienced professionals with proven track

record in the organization. Existing employees may be replaced or
removed to bring in operational efficiencies.

K) SUPERVISION OF THE PLAN

i) The Monitoring Committee for supervising the implementation of
the Plan shall comprise of the Resolution Professional, a nominee of
the Resolution Applicant, one member of the COC in consultation
and deliberation with other members of the COC.

Statutory Compliance
19. In compliance of Section 30(2) of IBC, 2016, the Resolution
Professional has examined the Resolution plan of the Successful
Resolution Applicant and confirms that this Resolution Plan:
a) Provides for payment of Insolvency Resolution Process cost in a
manner specified by the Board in the priority to the payment of
other debts of the corporate debtor;
b) Provides for payment of debts of Operational Creditor in such
manner as may be specified by the board which shall not be less
than
(i) the amount to be paid to such creditors in the event of
liquidation of the Corporate Debtor under Section 53; or
(ii) the amount that would have been paid to such creditors, if
the amount to be distributed under the Resolution Plan
had been distribute in accordance with sub-section (1) of
Section 53 in the event of liquidation of the corporate
debtor.

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c) Provides for management of the affairs of the Corporate Debtor

after approval of Resolution Plan;
d) The implementation and supervision of Resolution Plan;
e) Does not prima facie contravene any of the provisions of the law
for time being in force,
f) Confirms to such other requirements as may be specified by the
Board.
g) As per the Affidavit, the Resolution Applicant is not covered
under 29A.

20. In compliance of Regulation 38 of CIRP Regulations, the Resolution

Professional confirms that the Resolution plan provides that
a) The amount due to the Operational Creditors under Resolution
Plan shall be given priority in payment over Financial Creditors.
b) It has dealt with the interest of all Stakeholders including
Financial Creditors and Operational Creditors of the Corporate
Debtor.
c) A statement that neither the Resolution Applicants nor any
related parties have failed to implement nor have contributed to
the failure of implementation of any other Resolution Plan
approved by the Adjudicating Authority in the past.
d) The terms of the plan and its implementation schedule.
e) The management and control of the business of the Corporate
Debtor during its term.
f) Adequate means of Supervising its implementation.
g) The Resolution Plan Demonstrate that it addresses
i.The cause of the Default
ii.It is feasible and viable
iii.Provision for effective implementation
iv.Provisions for approvals required and the time lines for the
same.
v.Capability to Implement the Resolution Plan

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21. The Resolution Professional has submitted Form-H under Regulation

39(4) of the CIRP Regulations to certify that the Resolution Plan as
approved by the CoC meets all the requirements of the IBC and its
Regulations, the relevant parts of which are reproduced below :

FORM H
COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India

(Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, Rajendra M. Ganatra, an insolvency professional enrolled with Insolvency

Professional Agency of Institute of Cost Accountants of India and registered with
the Board with registration number IBBI/IPA-003/IP-N00049/2017-18/10363,
am the resolution professional for the corporate insolvency resolution process (CIRP)
of Mayurpankh Fine Builders Private Limited.

1. The details of the CIRP are as under:

Sl. Particulars Description
No.

1 Name of the CD Mayurpankh Fine Builders Private Limited

2 Date of Initiation of CIRP 19/9/2019

3 Date of Appointment of 26/9/2019 (Order dated 24/9/2019 received on

IRP 26/9/2019)

4 Date of Publication of 28/9/2019

Public Announcement

5 Date of Constitution of 16/10/2019

CoC

6 Date of First Meeting of 22/10/2019

CoC

7 Date of Appointment of 18/11/2019

RP

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8 Date of Appointment of 11/11/2019

Registered Valuers

9 Date of Issue of Invitation 10/12/2019

for EOI Again pursuant to Hon’ble NCLT’s order dated
21/11/2023 on:
26/11/2023

10 Date of Final List of 8/1/2020

Eligible Prospective Again pursuant to fresh issue of invitation for EOI on:
Resolution Applicants 20/12/2023

11 Date of Invitation of (i) 3/1/2020

Resolution Plan (ii) 21/12/2023

12 Last Date of Submission (i) 2/2/2020

of Resolution Plan (ii) 21/1/2024

13 Date of Approval of (i) 20/7/2020

Resolution Plan by CoC (E-Voting concluded on 25/7/2020)
(ii) 30/1/2024 ( E-Voting concluded on
03/02/2024)

14 Date of Filing of (i) 26/8/2020

Resolution Plan with (ii) 9/2/2024
Adjudicating Authority

15 Date of Expiry of 180 days (i) 16/3/2020

of CIRP (ii) Extended CIRP period expiry: 19/2/2024

16 Date of Order extending (i) 20/11/2020

the period of CIRP (ii) 21/11/2023

17 Date of Expiry of 19/2/2024 (Pursuant to Hon’ble NCLT’s order dated

Extended Period of CIRP November 21, 2023) (ANNEXURE-13)

18 Fair Value Rs. 98,93,33,793/-

19 Liquidation value Rs. 78,98,63,738/-

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20 Number of Meetings of Twelve

CoC held

3. I have examined the Resolution Plan received from Resolution Applicant Krishnir
Realtors Private Limited in consortium with Mr. Mukesh M. Doshi, and approved
by Committee of Creditors (CoC) of Mayurpankh Fine Builders Private Limited.

4. I hereby certify that-

(i) the said Resolution Plan complies with all the provisions of the Insolvency and
Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP
Regulations) and does not contravene any of the provisions of the law for the time
being in force.

(ii) the Resolution Applicant Krishnir Realtors Private Limited in consortium with
Mr. Mukesh M. Doshi, has submitted an affidavit pursuant to section 30(1) of the
Code confirming its eligibility under section 29A of the Code to submit resolution
plan. The contents of the said affidavit are in order.

(iii) the said Resolution Plan has been approved by the CoC in accordance with the
provisions of the Code and the CIRP Regulations made thereunder. The Resolution
Plan has been approved by 99.36% of voting share of financial creditors after
considering its feasibility and viability and other requirements specified by the CIRP
Regulations.

(iv) The voting was held pursuant to the meeting of the CoC on January 30, 2024
where I sought vote of members of the CoC by electronic voting system which was kept
open at least for 24 hours as per the regulation 26.

7. The amounts provided for the stakeholders under the Resolution Plan is as under:

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(Amount in Rs. lakh)

Amount Amount
Sl. Category of Sub-Category of Amount Amount Provided Provided to
No. Stakeholder Stakeholder Claimed Admitted under the the Amount
* Plan# Claimed (%)
(1) (2) (3) (4) (5) (6) (7)
(a) Creditors not
having a right to
vote under sub- NA NA NA NA
section (2) of section
21
Secured (b) Other than (a) above:
1 Financial (i) who did not vote
Creditors in favour of the NA NA NA NA
resolution Plan
(ii) who voted in
favour of the 15,785.78 15,785.78 1,580.00 10.01%
resolution plan
Total[(a) + (b)] 15,785.78 15,785.78 1,580.00 10.01%
(a) Creditors not
having a right to
vote under sub- 691.69 691.69 0 0%
section (2) of section
21
Unsecured (b) Other than (a) above:
2 Financial (i) who did not vote
Creditors in favour of the 130.99 130.99 0 0%
resolution Plan
(ii) who voted in
favour of the 7069.22 4,677.97 240.45@ 3.40%
resolution plan
Total[(a) + (b)] 7,891.90 5,500.65 240.45 3.05%

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(a) Related Party of

NA NA NA NA
Corporate Debtor

(b) Other than (a) above:

Operational
3 (i)Government 298.76 298.59 2.99 1.00%
Creditors
(ii)Workmen 0 0 NA NA
(iii)Employees 0 0 NA NA
(iv) For services
7.11 7.11 0.071 1.00%
rendered
Total[(a) + (b)] 305.87 305.70 3.06 1.00%
Other debts
4 NA NA NA NA
and dues
Grand Total 23,983.55 20,442.86 1,823.51 7.60%

*If there are sub-categories in a category, please add rows for each sub-category.

# Amount provided over time under the Resolution Plan and includes estimated
value of non-cash components. It is not NPV.

@ In case the Corporate Debtor receives full building height approval, the total
settlement value payable to unsecured financial creditors will be 4677.97 lakhs
(treating the solitary non-voter’s share as zero since the liquidation value to
unsecured creditors is zero). In that case the % of amount provided to amount
claimed for unsecured financial creditors will be 66.17%, and the % of amount
provided to amount claimed for total claims will be 27.1% (of total claims, and
31.80% of admitted claims) instead of 7.60%.

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11. The time frame proposed for obtaining relevant approvals is as under:

Name of
Authority who
Sl. Nature of Name of will grant When to be
No. Approval applicable Law Approval obtained
1 Full building The Works of Ministry of Within one
height approval Defence Act, Defence, Govt. year
1903 (Section 3) of India
2 NOC or approval Maharashtra Slum Within one
for change in Slum Areas Rehabilitation year
control of the (Improvement, Authority
Corporate Debtor Clearance and
(if required) Redevelopment)
Act, 1971

12. The Resolution Plan is subject to the following contingencies (Elaborate the
contingencies):

i. In terms of the SRA approval, the sale building was proposed to be constructed
as Basement + Ground Floor + 6 upper storied towers with a total built up
are under free sale building of 4,758.58 sq.m. (51,220 sq.ft.). However, in
January 2012, the Defence Ministry sent a letter to Municipal Corporation of
Greater Mumbai, insisting on construction restriction, for projects in 500
yards periphery of its Signal Transmitting Station close by, in terms of
Defence Ministry’s notification No. SRO 150 u/s 7 of Works of Defence Act,
1903. This resulted in the Corporate Debtor’s building height being restricted
to 15.24 metres. The height restriction has left the Corporate Debtor with less
than 50% of the sale area.

ii. The height restriction has been challenged by the Corporate Debtor in
Bombay High Court by way of Write Petition 337 or 2015, based on the plea
that the project falls outside the prescribed 500 yards periphery, and reported
shifting of the Singal Transmitting Station, etc.

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iii. Owing to the uncertainty of the outcome of the Writ Petition, the Resolution
Plan has been formulated based on the current approved height of Ground +
3 floors and the sale area of 22,781 sq.ft. of RERA carpet area.

iv. If the height restriction is lifted and full height is permitted after disposal of
the writ petition, the Resolution Plan envisages Phase-II in which further
three floors would be constructed, when the remaining carpet area of about
40,351 sq.ft. (after acquiring and consuming 35% of fungible FSI) would be
constructed. In such a case, the Resolution Plan envisages payment of the
remaining dues of the unsecured creditors aggregating Rs. 45,68,51,134/- by
way of allocation of 10,153 sq.t. at a rate of Rs.45,000/sq.ft.

v. While the allocation for CIRP cost and creditors (described as total Bid Value
by the Resolution Applicant) of Rs.23,23,50,492/- constitutes full and final
settlement of all the admitted claims, the Resolution Applicant’s commitment
of allocating 10,153 sq.ft. of RERA carpet area will enhance the total
allocation to Rs. 68,92,01,626/-.

15. Provide details of section 66 or avoidance application filed / pending.

Date of Filing Date of Order

with of the Brief of
Sl. Adjudicating Adjudicating the
No. Type of Transaction Authority Authority Order
1 Preferential transactions
under section 43
2 Undervalued transactions IA No. 1200 of 2020 has been filed on
under section 45 21/8/2020 for avoidance of preferential
3 Extortionate credit transactions u/s 43, 45, 49 and 66 of IBC and
transactions under section 50 potential undervalued / fraudulent
4 Fraudulent transactions transactions. Matter is pending for
under section 66 adjudication.

22. On perusal of the Resolution Plan, we find that the Resolution Plan
provides for the following:
a) Payment of CIRP Cost as specified u/s 30(2)(a) of the Code.

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b) Repayment of Debts of Operational Creditors as specified u/s

30(2)(b) of the Code.
c) For management of the affairs of the Corporate Debtor, after
the approval of Resolution Plan, as specified U/s 30(2)(c) of the
Code.
d) The implementation and supervision of Resolution Plan by the
RP and the CoC as specified u/s 30(2)(d) of the Code.

23. The RP has complied with the requirement of the Code in terms of
Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a),
38(2)(b), 38(2)(c) & 38(3) of the Regulations.

24. The RP has filed Compliance Certificate in Form-H along with the
Plan. On perusal the same is found to be in order. The Resolution
Plan has been approved by the CoC by majority of 99.36%.

25. The Resolution Applicant has sought certain reliefs and concessions,
which we have dealt with below –

a) Clause 13.2 of the Resolution Plan : Waivers/Reliefs/

Concessions, Dispensations, Other Rights and Benefits
Reliefs sought vide Clause No. 13.2 i), ii), iii), iv), viii) and x) are
allowed. However, reliefs claimed vide Clause 13.2 v), vi), vii) and
ix) shall be considered by respective authorities subject to
adherence of the provisions, procedure and compliances of relevant
laws.

b) Clause 13.3 of the Resolution Applicant : Indemnity for any past

and existing defaults/non-compliance/lapses by the Erstwhile
Promoters, Board of Directors, Management and any other
person
All reliefs sought under Clause 13.3 of the Resolution Plan are
allowed.

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c) Clause 13.4 of the Resolution Plan : Tax and Stamp Duty

Exemptions
As regards the reliefs sought vide Clause 13.4 of the Resolution
Plan, as per extant provisions in the relevant statute and subject to
adherence of the prescribed procedures, the authorities will
consent.

d) Clause 13.5 : Anti-corruption provisions and immunity

The relief sought under Clause 13.5 of the Resolution Plan is
allowed.

26. The Resolution Applicant has also assumed that the IBC is a complete
code and NCLT is empowered to grant a single window clearance for
all actions contemplated under this Resolution Plan, which shall be
granted upon the approval of the Resolution Plan by the NCLT.
However, this cannot be allowed as it shall be subject to adherence of
procedure and compliances of relevant laws.

27. In K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal
No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held
that if the CoC had approved the Resolution Plan by requisite percent
of voting share, then as per section 30(6) of the Code, it is imperative
for the Resolution Professional to submit the same to the Adjudicating
Authority (NCLT). On receipt of such a proposal, the Adjudicating
Authority is required to satisfy itself that the Resolution Plan as
approved by CoC meets the requirements specified in Section 30(2).
The Hon’ble Apex Court further observed that the role of the NCLT
is ‘no more and no less’. The Hon’ble Apex Court further held that
the discretion of the Adjudicating Authority is circumscribed by
Section 31 and is limited to scrutiny of the Resolution Plan “as
approved” by the requisite percent of voting share of financial
creditors. Even in that enquiry, the grounds on which the
Adjudicating Authority can reject the Resolution Plan is in reference

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to matters specified in Section 30(2) when the Resolution Plan does

not conform to the stated requirements.

28. In view of the discussions and the law thus settled, the instant
Resolution Plan meets the requirements of Section 30(2) of the Code
and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The
Resolution Plan is not in contravention of any of the provisions of
Section 29A of the Code and is in accordance with law. The same
needs to be approved. Hence, ordered.

29. The Resolution Plan along with the Addendum thereto annexed to
the Application is hereby approved. It shall become effective from this
date and shall form part of this order with the following directions:

i. It shall be binding on the Corporate Debtor, its employees,

members, creditors, including the Central Government, any State
Government or any local authority to whom a debt in respect of
the payment of dues arising under any law for the time being in
force is due, guarantors and other stakeholders involved in the
Resolution Plan.

ii. The approval of the Resolution Plan shall not be construed as

waiver of any statutory obligations/liabilities of the Corporate
Debtor and shall be dealt by the appropriate Authorities in
accordance with law. Any waiver sought in the Resolution Plan,
shall be subject to approval by the Authorities concerned in light
of the Judgment of Supreme Court in Ghanshyam Mishra and Sons
Private Limited v/s. Edelweiss Asset Reconstruction Company
Limited, the relevant paragrahs of which are extracted herein
below:

“95. (i) Once a resolution plan is duly approved by the

adjudicating authority under sub-section (1) of Section 31, the

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claims as provided in the resolution plan shall stand frozen and

will be binding on the corporate debtor and its employees,
members, creditors, including the Central Government, any State
Government or any local authority, guarantors and other
stakeholders. On the date of approval of resolution plan by the
adjudicating authority, all such claims, which are not a part of
the resolution plan shall stand extinguished and no person will
be entitled to initiate or continue any proceedings in respect to a
claim, which is not part of the resolution plan;

(ii) 2019 Amendment to Section 31 of the I&B Code is

clarificatory and declaratory in nature and therefore will be
effective from the date on which the Code has come into effect;

(iii) consequently, all the dues including the statutory dues owed
to the Central Government, any State Government or any local
authority, if not part of the resolution plan, shall stand
extinguished and no proceedings in respect of such dues for the
period prior to the date on which the adjudicating authority
grants its approval under Section 31 could be continued.”

iii. The Memorandum of Association (MoA) and Articles of

Association (AoA) shall accordingly be amended and filed with
the Registrar of Companies (RoC), Mumbai, Maharashtra for
information and record. The Resolution Applicant, for effective
implementation of the Plan, shall obtain all necessary approvals,
under any law for the time being in force, within such period as
may be prescribed.

iv. The moratorium under Section 14 of the Code shall cease to have
effect from this date.

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v. The Applicant shall supervise the implementation of the

Resolution Plan and file status of its implementation before this
Authority from time to time, preferably every quarter.

vi. The Applicant shall forward all records relating to the conduct of
the CIRP and the Resolution Plan to the IBBI along with copy of
this Order for information.

vii. The Applicant shall forthwith send a certified copy of this Order
to the CoC and the Resolution Applicant, respectively for
necessary compliance.

Sd/- Sd/-
Prabhat Kumar Justice V.G. Bisht
Member (Technical) Member (Judicial)
/SP/

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