Ariisto Alert Residents Association vs M/s. Prestige Estates Projects Ltd. & Ors.

Dr. Ashok Kumar Mishra, Technical Member

The Appeal has been filed under Section 61(1) of the Insolvency and Bankruptcy Code, 2016 against the final order dated 23.03.2021 passed by the Adjudicating Authority (National Company Law Tribunal, Mumbai Bench) in M.A. 4061 of 2019 in C.P. (IB) No. 2714 (MB) of 2018.

The Appellant has sought the following relief:

The Appellant is a registered Association of homebuyers who have invested in the project of the Corporate Debtor for last 16-17 years. The Appellant is aggrieved by the disposal of M.A. 4061 of 2019 preferred by the Appellant association in C.P. (IB) No. 2714 of 2018 titled as Dipco Pvt. Ltd. vs. Ariisto Developers Pvt. Ltd. without granting an opportunity of hearing to the Appellant Association. The Ld. Counsel for the Appellant Association has also submitted that the Adjudicating Authority has proceeded to dispose of the M.A. of Appellant as infructuous in the absence of their advocates and solely on the basis of oral statement made by the Respondent No.2/ Resolution Professional pointing out to the Adjudicating Authority that the grievances of Homebuyer had been amicably resolved.

The Ld. Counsel for the Appellant has also stated that the RP has categorically preferred an application before Adjudicating Authority seeking correction/rectification of the impugned order to the above extent.

It was also stated by him that they have ignored the order of this tribunal passed on 04.11.2020 directing the Adjudicating Authority to afford opportunity of hearing to the Homebuyers and the Appellant Association of Homebuyers and accord consideration to their grievance.

It is the submission of the Ld. Counsel of the Appellant that the Appellant Association is a registered Association of more than 100 Homebuyers who have in the year 2005-2006 purchased flats in the buildings Fantasia & Celestia proposed to be constructed by the Corporate Debtor on a specific plot and parcel of land bearing CTS No.19/11 demarcated as Sector-III in its huge project at Mulund, Mumbai.

The list of dates and events projected by Ld. Counsel for the Appellant are enumerated hereunder:

hundreds of home buyers who had already invested huge amounts in the buildings ‘Celestia’ and ‘Fantasia’ nor their consent was obtained in any manner whatsoever. The suspended Directors of Corporate Debtor Unilaterally revised plans in respect of the said buildings in utter violation of law.

However, on being confronted by the Home Buyers/Members of Appellant Association the directors of Corporate Debtor issued an Undertaking/Certificate to the effect that construction of the buildings will be commenced soon and that they were not accepting any bookings in respect of their buildings.

However, as the suspended directors continued with their mischief and illegal and highhanded actions, the Appellant Association filed a Consumer Complaint before Hon’ble National Consumer Disputes Redressal Commission (“NCDRC”) regarding various gross illegalities and deficiency in service committed by the Corporate Debtor and the Hon’ble NCDRC was pleased to Order Status-quo in respect of the project of Corporate Debtor in May, 2018. Besides the above, a Consumer Complaint was also filed by an individual Home Buyer (member of Appellant Association) before the Hon’ble Maharashtra State Consumer Disputes Redressal Commission (“MSCDRC”) and an Order of Interim Injunction came to be passed by the MSCDRC. 20.11.2018The Appellant Association was shocked to know that the Hon’ble Adjudicating Authority, Mumbai had passed an order dated 20.11.2018 to initiate Corporate Insolvency Resolution Process (Hereinafter referred ‘CIRP’) against the Corporate Debtor in C.P. (IB)- 2714 (MB) of 2018 titled as “DipcoPvt. Ltd. Versus Ariisto Developers Pvt. Ltd.” 23.11.2018The Interim Resolution Professional namely Mr. S. Gopalkrishnan made a public announcement on 23.11.2018 for submitting claims due against the Corporate Debtor. As decided by COC, the Interim Resolution Professional came to be substituted by the Respondent No.2 as a Resolution Professional. December, 2018 to February, 2018Home Buyers/Members of Appellant Association submitted their claims in Form CA and the same were verified and admitted by the Resolution Professional and also incorporated in the Information Memorandum. 07.03.2019Respondent No. 2/ Resolution Professional surprisingly reduced the claim of Home Buyers (including members of Appellant Association) in the voting matrix from Rs. 234 Crore to Rs. 203.78 Crore for reasons best known to him.

Home Buyers/Members of Appellant Association addressed various Emails, letters to Respondent No. 2/ Resolution Professional to address their serious concerns and grievances. Though the issues and grievances of Home Buyers/Members of Appellant Association were brought to the notice of Respondent No. 2/ Resolution Professional as well as COC in the 3rd COC Meeting held on 07th March, 2019 and the same were duly noted but there was absolutely no further discussion or action for resolving the same. In fact, it is evident from the entire record that Respondent No. 2/ Resolution Professional neither bothered to take up any of the issues of Home Buyers/Members of Appellant Association in the Agenda nor initiated any discussion to resolve the same.

It is clearly recorded in the minutes of 3rd COC Meeting that documents of some Home Buyers shown in books are not received by Respondent No. 2/ Resolution Professional from the Corporate Debtor. It is a matter of record that the Respondent No. 2/ Resolution Professional did not take any steps to ascertain or verify the true position and relied only on the information provided by the suspended Directors of Corporate Debtor who were/are even otherwise inimical to Home Buyers since inception.

03.04.2019Home Buyers/Members of Appellant Association addressed various e-mails to the Respondent No. 2/ Resolution Professional and proposed Resolution Applicants regarding recording of issues of homebuyers and requesting for necessary discussion and Resolution. However, nothing done by Respondent No.2/ Resolution Professional and entire discussion in COC focused only upon dominant stake holders. The entire CIRP process vitiated as Respondent No. 2/ Resolution Professional misconducted himself and permitted the suspended directors of Corporate Debtor to dominate and control COC meetings. 15.04.2019It is pertinent to mention here that in 5^th COC Meeting held on 15^th April, 2019, the Respondent No. 2/ Resolution Professional gave assurance to the Home Buyers/Members of Appellant Association that he shall inform all the Proposed Resolution Applicants to prepare Resolution Plan beneficial to Home Buyers. The Respondent No. 2/ Resolution Professional also assured to call a meeting of Home Buyers to appraise them of CIRP process and get their views, however, none of the above was ever done. 10.05.2019 ToSimilarly the categorical assurance of Respondent No. 2/Resolution Professional regarding calling of 19.06.2019meetings of Home Buyers to understand their requirements as recorded in the Minutes of 6^thCOC meeting held on 10.05.2019 were never kept up to. Though recorded in the Minutes of 7^th COC meeting held on 10.06.2019 that the Respondent No. 2/ Resolution Professional would file an application before the Hon'ble Adjudicating Authority to seek directions in respect of claims of HBs received after due date, the Respondent No. 2/ Resolution Professional never did so and has utterly failed in his duties and lawful obligations. It is also clear from the Minutes of 8th COC meeting held on 19.06.2020 that as dictated by the two majority stakeholders, the Respondent No. 2/ Resolution Professional proposed to reduce the notice period for calling meetings to 48 hours and extension of CIRP period by 90 days and the same was approved. Though the Respondent No. 2/ Resolution Professional moved the Hon'ble Adjudicating Authority, Mumbai for seeking directionsas desired by the said majority stakeholders, he did nothing regarding the claims of Home Buyers as recorded in the Minutes of 7^thCOC meeting. 16.07.2019Though the Authorized Representative (AR) of Home Buyers Mr. Rohit Vora attended the 10^thCOC meeting held on 16.07.2019, his name is not shown in the list of attendees. In fact, even the name of Mr. Rajesh Sipahimalani who attended the meeting as legal representative of Home Buyers of buildings 'Celestia', 'Fantasia' & 'Big Boom Celestia' is not shown in the list of attendees. The Respondent No. 2/ Resolution Professional and COC were once again informed about the factual situation and serious concerns of Home Buyers regarding Resolution Plan and requested to give due consideration and resolution to their grievances. The Respondent No. 2/ Resolution Professional assured to share data of Home Buyers with all COC members but the same was not done. 18.09.2019It is relevant to take note that it was clearly recorded in the Minutes of 13^thCOC meeting held on 18.09.2019 that the Respondent No. 2/ Resolution Professional and his legal team shall examine and scrutinize each of the Resolution Plans received from the four (4) Proposed Resolution Applicants (PRA's) viz. L & T, Runwal, Prestigeand Keystone, to ensure that the Plans complied with all requirements of CIRP and RFRP, it is obvious that Respondent No. 2/ Resolution Professional and his team paid no heed to the fact that the Resolution Plan was incomplete and totally vague as far as the various issues and concerns of Home Buyers were concerned. As such, though the Resolution Plans did not deal with and/or provide any clarity regarding relevant aspects as mandatorily required, the same were accepted as presented. It is erroneously recorded in the Minutes of this meeting that the next meeting shall be held on 18.09.2019 though in fact, this meeting itself was held on 18.09.2019. 20.09.2019As the AR of Home Buyers informed in the 14^th COC meeting held on 20.09.2019 that a group of Home Buyers of building 'Siesta' wanted their legal representative to attend COC meetings and also wanted to hold meetings with Resolution Applicants, the Respondent No. 2/ Resolution Professional put up the proposal for discussion before COC for approval. However, Respondent No. 2/ Resolution Professional awaited views/approval of COC in this regard though he was legally bound to permit such legal representative to attend. 26.09.2019The Appellant Association addressed an Email dated 26.09.2019 to the Respondent No. 2/ Resolution Professional as well as Authorized Representative of Home Buyers thereby listing down the requirements of Home Buyers and requesting to not only circulate the said requirements to COC and PRA's but also to carefully consider the same while evaluating the plans received from Resolution Applicants. Despite the above, the Respondent No. 2/ Resolution Professional did nothing and the concerns of Home Buyers remained pending. 26.09.2019Surprisingly, though the representatives of Home Buyers/ Members of Appellant Association were being obstructed, humiliated and not being permitted to attend COC meetings, the Respondent No. 2/ Resolution Professional not only permitted one Mr. Jugal Kishore, a Home Buyer invited by the suspended directors of Corporate Debtor to attend the 15^thCOC meeting held on 26.09.2019 but also mischievously recorded that the said person was a representative of Home Buyers in the Minutes of Meeting. 29.09.2019Appellant Association addressed a detailed Email Dated 29.09.2019 to Respondent No. 2/ Resolution Professional and objected to the presence of Mr. Jugal Kishore and also placed true facts on record. Appellant Association also informed the Respondent No. 2/ Resolution Professional that as the comparative statement shared with Home Buyers was very sketchy and devoid of full information, the Home Buyers were unable to fully analyse the proposals. The Respondent No. 2/ Resolution Professional was also requested by Appellant Association to allow two committee members of their association to attend the COC meet with the Resolution Applicants to ensure effective representation in the interests of Home Buyers. Respondent No. 2/ Resolution Professional confirmed by his reply vide Email Dated 29.09.2019 that all Resolution Applicants had already been informed to take care of the concerns of Home Buyers and assured that concerns of majority of Home Buyers will be addressed in an open and transparent way. 03.10.2019With a view to provide clarity and present a clear picture regarding the factual position of Members of Appellant Association, an Email Dated 03.10.2019 along with “Brief History of Fantasia & Celestia” was addressed by the Appellant Association to the Respondent No. 2/ Resolution Professional. 03.10.2019 & 04.10.2019It is pertinent to note that yet again in the 16^th COC meeting held on 03.10.2019, the Authorized Representative of Home Buyers placed on record before Respondent No. 2/ Resolution Professional and all COC members the concerns of Home Buyers. It is further pertinent to note that the Respondent No. 2/ Resolution Professional informed the COC that whosoever Resolution Applicant was selected by COC would have to assuage the concerns of Home Buyers in its plan and that a separate meeting will be conducted between Home Buyers and selected Resolution Applicant to take into account concerns of Home Buyers in the final Resolution Plan. It is also clearly recorded in Minutes of 17^thCOC meeting held on 04.10.2019 that all Home Buyers of 'Siesta', 'Celestia' and 'Fantasia' shall get their flats within 4 years from Adjudicating Authority approval. 11.10.2019Since earlier emails sent by the Appellant Association to Respondent No. 2/ Resolution Professional and COC members were being ignored, Appellant Association once again addressed an Email Dated 11.10.2019 to Respondent No. 2/ Resolution Professional and thereby highlighted the need to address and redress grievances of Home Buyers. 14.10.2019Surprisingly, after lapse of a period of almost 10 months, the Respondent No. 2/ Resolution Professional vide his Email Dated 14.10.2019 sought details from the Authorized Representative of Home Buyers and the Appellant Association regarding their members flat/s. The Respondent No. 2/ Resolution Professional also sought details regarding differences between his list and the details provided by Appellant Association. This clearly goes to show that the Respondent No. 2/ Resolution Professional had not taken any initiative to find out and ascertain the factual position and had relied completely on the incorrect and false information provided by suspended directors of Corporate Debtor. It is clear that the Respondent No. 2/ Resolution Professional was himself least interested to resolve the issues of Home Buyers. The Authorized Representative of Home Buyers immediately responded by email on 14.10.2019 addressed to the Respondent No. 2/ Resolution Professional and thereby placed on record that the team of Respondent No. 2/ Resolution Professional had refused to share with him and Appellant Association, the relevant MIS and other data pertaining to HBs. The Authorized Representative of Home Buyers requested Respondent No. 2/ Resolution Professional to provide immediately and instruct his team accordingly. 14.10.2019Appellant Association also immediately sent an Email Dated 14.10.2019 to Respondent No. 2/ Resolution Professional as well as Authorized Representative of Home Buyers and thereby not only provided the details sought by Respondent No.2/ Resolution Professional but also submitted copies of the brochure, floor plan, list of amenities and the difference statements as attachments to their email. 16.10.2019In the Minutes of 18th COC meeting held on 16.10.2019, it is duly recorded that the Respondent No. 2/ Resolution Professional highlighted the issues raised by Home Buyers regarding Area Difference due to reduction of Deck Area, Price Difference despite reduction in Deck Area, shifting of Home Buyers from one plot/project to another, parking charges, amenities, etc. being charged on account of the fact that though deck area was not being provided and a lesser area was being provided they were being charged for additional area and that tooat current market prices. Though, the Respondent No. 2/ Resolution Professional informed COC about various emails received by him from Home Buyers regarding their concerns, he has utterly failed and neglected to take necessary steps to address and resolve the same. In fact, though theRespondent No. 2/ Resolution Professional informed COC in the said meeting that further meetings of Home Buyers shall be conducted before finalizing any Resolution Plans, he completely failed, neglected and avoided to do so for obvious reasons. 16.10.2019The Respondent No. 2/ Resolution Professional by his Email Dated 16.10.2019 to Appellant Association as well as COC confirmed that concerns of Home Buyers had been circulated to all Proposed Resolution Applicants ("PRAs") who had assured to do everything possible and providea Resolution Plan for resolving the issues of Home Buyers.The Respondent No. 2/ Resolution Professional also confirmed that further meetings between PRAs and Home Buyers will be fixed before finalization of Plan in the next few days. In fact, the Respondent No. 2/ Resolution Professional assured to once again put forward the concerns of Home Buyers in the COC meeting to be held on the said day i.e.16.10.2019. In response of the aforesaid mail, Appellant Association immediately sent an Email Dated 16.10.2019 to the Respondent No.2/Resolution Professionaland thereby recorded that Members of Appellant Association were not liable to pay additional amounts for the non-existing additional area at current market rates. In fact, Appellant Association had repeatedly informed that Home Buyers/their members had paid huge amounts since last 15 years and were patiently awaiting delivery of their flats. 16.10.2019Appellant Associationagain sent an email Dated 16.10.2019 to the Respondent No. 2/ Resolution Professional and COC members and thereby referred to several earlier requests and the email Dated 14.10.2019 pertaining to incorrect information having been shared by Respondent No. 2/ Resolution Professional with Prospective Resolution Applicants in respect of Deck Area and several other discrepancies concerning the claims of Home Buyers. Appellant Association specifically placed on record that the said discrepancies and incorrect information provided by RP in the Information Memorandum had come to light only now during the course of recent discussions held on 12.10.2019 between some members of the Managing Committee of Appellant Association, the Authorized Representative of Home Buyers and Representatives of the Proposed Resolution Applicants viz. M/s. L & T and M/s. Runwal). 02.11.2019Appellant Association once again provided details of Home Buyers/their members and recorded their concerns and grievances vide Email Dated 02.11.2019 addressed to the Respondent No. 2/ Resolution Professional and entire COC. The Respondent No. 2/ Resolution Professional by his Email Dated 02.11.2019 sent to Appellant Association duly confirmed that the PRAs had assured to provide Deck Area and also consider all legitimate claims of Home Buyers. The Respondent No. 2/ Resolution Professional by his said email specifically admitted that the meeting of Home Buyers with PRA viz. M/s. Prestige, was pending. The Respondent No. 2/ Resolution Professional further confirmed that his team had circulated a list of claims and concerns of HBs to all PRAs and they had confirmed to provide the requisite area as mentioned. The Respondent No. 2/ Resolution Professional further assured that issues regarding minor changes in area would be resolved in Resolution Plan which would be submitted for approval of Adjudicating Authority, Mumbaionly after discussions with all Home Buyers and their voting on the same. The Respondent No. 2/ Resolution Professional categorically assured that voting of all Home Buyers would be conducted before finalizing any Resolution Plan and that all concerns of Home Buyers shall be addressed in the meeting of Home Buyers with RAs and only thereafter voting would be conducted. 04.11.2019The Appellant Association again sent an Email Dated 04.11.2019 to theRespondent No. 2/ Resolution Professional and members of COC and dealt with earlier emails of Respondent No. 2/ Resolution Professional and highlighted the double standards and mischief on the part of Respondent No. 2/ Resolution Professional. It was placed on record that despite repeated requests, the Respondent No. 2/ Resolution Professional was avoiding toshare information and documents though legally bound. In response to said Email, the Respondent No. 2/ Resolution Professional vide Email Dated 04.11.2019 sought information regarding flatwise Deck Area and original carpet area and RERA carpet area. It is pertinent to note that despite passage of more than 10 months, the Respondent No. 2/ Resolution Professional had failed to make any independent inquiry into relevant details. In fact, though Appellant Association had not only provided the brochure, floor plan, list of amenities, etc. but also submitted all relevant information and details in respect of their members, the Respondent No. 2/ Resolution Professional had conveniently rather mischievously slept over the same for obvious reasons. In fact, it is pertinent to note that though the Respondent No.2/ Resolution Professional could have easily ascertained the true position from the approved and sanctioned plans in respect of the buildings 'Celestia' and 'Fantasia' which were readily available on public domain, he neglected, avoided rather refused to do so for obvious reasons. 11.11.2019Since the Respondent No. 2/ Resolution Professional ignored all the Emails of Appellant Association and refused to look into and address the concerns of Home Buyers/members of Appellant Association, an email dtd.11.11.2019 was sent by Appellant Association to the Respondent No. 2/ Resolution Professional as well as Authorized Representative of Home Buyers thereby seeking copies of documents and proceedings to enable them to move the Hon'ble Adjudicating Authority, Mumbai in the matter. Authorized Representative of Home Buyers also addressed an E-mail Dated 11.11.2019 to Respondent No. 2/ Resolution Professional and requested to provide copies of documents and forensic audit report. 12.11.2019Appellant Association sent a further email Dated 12.11.2019 to Respondent No. 2/ Resolution Professional and submitted therewith a list of 86 Home Buyers/their members containing all relevant details. Appellant Association by their said email clearly informed that the details had already been submitted earlier and further recorded that various details such as Deck Area, Booking Dates, Total Flat Consideration, etc. had been incorrectly mentioned by Respondent No. 2/ Resolution Professional and his team in MIS and hence incorrect, incomplete and non-compliant Resolution Plans had been received on the basis of such incorrect information provided by Respondent No. 2/ Resolution Professional. Appellant Association suggested that the PRAs would be required to submit Revised Plans/Proposals on the basis of correct information and details as per attached list. The Respondent No. 2/ Resolution Professional once again assured the Appellant Association vide Email Dated 12.11.2019 to discuss the discrepancies and concerns of Home Buyers pointed out by Appellant Association with the Resolution Applicant in the COC meeting to be held on the said day i.e. 12.11.2019. 12.11.2019It is necessary to mention that though some Home Buyers/Members of Appellant Association attended the 20^th COC meeting held on 12.11.2019, their names were not mentioned in the list of attendees and Minutes recorded. In fact, the Respondent No. 2/ Resolution Professional mischievously mentioned names of persons who had in fact not attended the meeting and the same can easily be verified from the Video recording of the said meeting. As recorded in the Minutes of Meeting, the concerns of Home Buyers/members of Appellant Association were once again brought to the notice of representatives of PRA viz. M/s. L & T, and they assured to provide an explanatory note alongwith their final resolution plan. The Respondent No.2/ Resolution Professional informed that the Hon'ble Adjudicating Authority, Mumbai had on 11.11.2019 permitted voting on the Resolution Plan. It is pertinent to note that though the Respondent No. 2/ Resolution Professional had duly confirmed by his email dtd.12.11.2019 that all PRAs had been invited for discussions, only representatives of M/s. L&T Ltd. attended the meeting.It is most pertinent to note that during the COC it was informed by RP that M/s. L & T were the top contenders and at H1 position in the evaluation matrix. It is further pertinent to note that with a view to make a show that the 20^thCOC meetingheld on 12.11.2019 was not concluded and still in session, the Respondent No. 2/ Resolution Professional mischievously recorded that the meeting was “Adjourned to 13.11.2019” for reasons which can be well understood in between the lines. 13.11.2019As telephonically requested by Respondent No. 2/ Resolution Professional, Appellant Association once again addressed an Email Dated 13.11.2019 to Respondent No. 2/ Resolution Professional and Authorized Representative of Home Buyers and provided therewith a list of discrepancies by way of an Excel sheet document. With a view to make a false show of his bonafides, the Respondent No. 2/ Resolution Professional by his email dtd.13.11.2019 finally forwarded thelist of discrepancies provided by Appellant Association to the representative of PRA M/s. Prestige. 13.11.2019As can be ascertained from the Minutes of 20th adjourned meeting of COC held on 13.11.2019, none of the Proposed Resolution Applicants attended the meeting. In fact, the names of representatives of the Appellant Association as well as other Home Buyers who attended the said COC meeting are not shown in the list of attendees. There was total anarchy in the said meeting and the collusion and under the table handshakes between the Respondent No. 2/ Resolution Professional, suspended directors of Corporate Debtor and majority stakeholders was ex-facie evident. It is rather shocking that the Respondent No. 2/ Resolution Professional was in continuous telephonic contact with representatives of the Resolution Applicant viz. M/s. Prestige Estates, even after most of the COC members had already cast their respective votes. It is further shocking that the Respondent No. 2/ Resolution Professional illegally and highhandedly continued to telephonically receive bids and further revised bids only from M/s. Prestige Estates much beyond the time fixed for receiving the same. It is worth noting that representative of M/s. HDFC holding majority stake in COC withheld the vote and openly demanded rather threatened that he shall cast a 'Dissent' vote and ensure liquidation of the Corporate Debtor if his demand for additional upfront payment was not met/satisfied. As usual and just as expected, the Respondent No. 2/ Resolution Professional kept dancing to the tunes of such majority stakeholders and once again telephonically contacted the concerned representatives of PRA, M/s. Prestige in consultation with the suspended directors of CD. In fact, not only the Respondent No. 2/ Resolution Professional but the suspended directors of CD also spoke to the representatives of RA and ensured that the offer and bid was further improvised/revised. As expected, the PRA M/s. Prestige further revised the offer in consultation with the suspended directors of Corporate Debtor and increased the upfront payment as desired by HDFC. Needless to state, nothing was put to vote and the Distribution Matrix was once again reworked by the Respondent No. 2/ Resolution Professional and his team after several members of COC had already cast their votes. It is pertinent to note that Minutes of Meeting clearly record that the PRA Ms. Prestige had not complied with all requirements of RFRP and as such, the Respondent No. 2/ Resolution Professional was unable to provide Compliance Certificate i.e. Form 'H' to COC. Though members of Appellant Association as well as other representatives of Home Buyers and some other Financial Creditors objected to the grave illegalities, highhandedness and the non-complaint Resolution Plan of RA M/s. Prestige, the Respondent No. 2/ Resolution Professional informed that since there was only one day left for completion of CIRP, he had no other option but to agree to the Resolution Plan of Prestige to avoid liquidation. The Respondent No. 2/ Resolution Professional, however assured that all concerns of Home Buyers from time to time had been communicated to the Resolution Applicants and M/s. Prestige had reduced timeline for delivery of flats. The Respondent No. 2/ Resolution Professional further categorically assured that remaining concerns of Home Buyers shall be appropriately addressed before Hon'ble Adjudicating Authority, Mumbai as there was no time left to change the Resolution Plan and other details. Surprisingly, the Respondent No. 2/ Resolution Professional claimed a whopping amount of INR 5.00 Crores towards success fees and as expected, the same was very casually discussed between the majority stakeholders and an amount of Rs.3.00 Crores was approved immediately as and by way of success fees. It is pertinent to note that though the Respondent No. 2/ Resolution Professional did not have time to discuss the issues and grievances of Home Buyers/Appellant Association during the entire period of CIRP and even the extended period, he had all the time to not only discuss the issue regarding his Success fees proposed by him only a day before but also obtain approval in respect of the same. 14.11.2019The Respondent No.2/ RP preferred an Application MA 3714 of 2019 before the Hon'ble Adjudicating Authority thereby seeking approval of the Resolution Plan of M/s. Prestige which was not only illegally revised to suit the desires of majority stake holders but also highhandedly approved without being put to vote and in fact only after several members of COC had already cast their votes. Nov., 2019As the Respondent No.2/ RP continued to represent and assure that all issues of HBs would be resolved to their satisfaction, the Appellant Association addressed further Emails to Respondent No. 2/ Resolution Professionalas and by way of abundant precautionand requested for immediate redressal of grievances of Home Buyers/members of Appellant Association. However, there was no positive response or outcome. Dec., 2019Since there was no clarity to resolve the serious issues and grievances raised by Home Buyers of buildings'Fantasia', 'Celestia' and 'Big Boom Celestia', the Appellant Association as well as ASH Mulund Welfare Association preferred M.A. No. 4061 of 2019 and M.A. No. 3785 of 2019 thereby raising objections to approval of Resolution Plan and seeking directions against Respondent No.2/ Resolution Professional to produce video recording of various COC meetings and also provide clarity in respect of issues and grievances of Home Buyers/ Members of Appellant Association. 10.12.2019The Hon'ble Adjudicating Authority, Mumbai directed Respondent No. 2/ Resolution Professional to sit across with Home Buyers and resolve their issues. Dec. 2019 to March, 2020Despite direction of Hon'ble Adjudicating Authority, Mumbaino action was taken by the Respondent No.2/ Resolution Professional or Resolution Applicant Ms. Prestige for resolving issues and grievances of Home Buyers/members of Appellant Association. In fact, various illegal practices and backdoor modes were adopted by Respondent No.2/ Resolution Professional, Resolution Applicant and suspended directors of Corporate Debtor in collusion with each other to break the unity and create a divide within the Home Buyers/Members of Appellant Association. The mischief and shocking events were recorded in emails addressed by Appellant Association to Respondent No.2/Resolution Professional. Despite an assurance to look into the serious complaints of Appellant Association, absolutely no action was taken by RP. January, 2020The Respondent No. 2/ Resolution Professional filed Affidavit in Reply to Application preferred by Appellant Association before the Hon'ble Adjudicating Authority, Mumbai. December 2019 – September, 2020Adjournments sought time and again by various Financial Creditors and subsequently matter remained pending since March, 2020 due to COVID-19 pandemic/Nationwide Lockdown. Thereafter, on an application for urgent listing of the matter the Hon'ble Adjudicating Authority, Mumbai vide its order dated 22.09.2020 directed the matter to be listed on 07.10.2020. 07.10.2020At the time of hearing on 07.10.2020, counsel for Respondent No. 2/ Resolution Professional suddenly submitted brief notes, details and other documents to Hon'ble Adjudicating Authority, Mumbai. However, no copy of the brief Notes and other documents were circulated or provided in advance (email sent only after the hearing was over). The Hon'ble Adjudicating Authority was briefly informed about the gross illegalities, highhandedness and apparent collusion between Respondents as well as suspended directors and the manner in which COC meetings were conducted. The Hon'ble Adjudicating Authority, Mumbaiwas informed about the serious grievances of Home Buyers and also various judicialOrders passed against Corporate Debtor. The Hon'ble Adjudicating Authority was cursorily informed that though the Resolution Plan submitted by Respondent No.1/Resolution Applicant mentioned that flats shall be provided to Home Buyers at the originally agreed cost, they were now trying to wriggle out and exploit the situation and demanding huge amounts by way of floor rise, parking charges, development charges, enhanced construction cost,etc. which added up to more than double the total cost of the flat. In fact, the Resolution Applicant now illegally proposed to not only merge the buildings 'Fantasia', 'Celestia' renamed as 'Big Boom Celestia' into one building but also illegally and highhandedly proposed to shift the entire layout and location of the said buildings from its original plot to an entirely different plot of land. In view of the above, the Hon'ble Adjudicating Authority, Mumbai suggested to hear the Application MA 4061 of 2019 after Respondent No.2 filed his reply in respect of the above grievances of HBs/Members of Appellant Association. The M.A. 4061 of 2019 of Appellant Association was fixed on 13.10.2020 for hearing. 10.10.2020Respondent No. 2/Resolution Professional emailed his Affidavit titled as '2nd Additional Affidavit' (running into about 110 pages) and brought several facts and documents on record for the first time. 12.10.2020The Appellant Association circulated Brief Submissions alongwith prayer for time to file reply to the 2^nd Additional Affidavit of Respondent No.2/ Resolution Professional to the Hon'ble Adjudicating Authority, Mumbai as well as Respondents and other COC members. 13.10.2020Instead of considering the brief submissions and request for time to deal with the voluminous affidavit filed by Respondent No.2/RP only on 10.10.2020, the Hon'ble Adjudicating Authority was mischievouslymislead by the counsel for Respondent No.2/ Resolution Professional to believe that the M.A.4061 of 2019 of Appellant Association had already been heard and hence Appellant Association could not be allowed to make further submissions.The submission that 2nd Additional Affidavit was filed by Respondent No. 2/ Resolution Professional only on 10.10.2020 and that the Appellant Association would require some time to consider and counter the same by their rejoinder and argue thereafter was not appreciated by the Hon'ble Adjudicating Authority, Mumbai. Thus the Appellant Association was neither given any opportunity to deal with the 2^nd Additional Affidavit and voluminous documents annexed thereto nor heard in the matter. The matter was fixed on 27.10.2020. 26.10.2020Despite being aware that the matter was fixed before Hon'ble Adjudicating Authority on the next day i.e. 27.10.2020, the Respondent No.1/Resolution Applicant circulated an Affidavit via e-mail only around 08:00pm and thereby recorded its intention to not only merge the flats booked in the buildings 'Fantasia', 'Celestia' and 'Big Boom Celestia' into one single building but also to shift all the said buildings from their original location on CTS No.19/11 as represented, shown and also approved by authorities to an entirely different plot of land with an entirely different layout. The Respondent No.1/Resolution Applicant also recorded that they shall demand further huge amounts by way of floor rise, parking charges, development charges, infrastructure charges, etc. which added up to more than double the cost of flat of Home Buyers/Members of Appellant Association. 27.10.2020The Hon'ble Adjudicating Authority, Mumbai was informed by counsel for Appellant Association about the Affidavit filed by Respondent No.1/Resolution Applicant only late at night on 26.10.2020 and a request for time to file counter affidavit and thereafter make submissions was made. In fact, it transpired during the course of hearing that Respondent No.2/ Resolution Professional had also executed another Affidavit captioned as “3rd Additional Affidavit” on 25.10.2020 but the same was never even served upon the Appellant Association. The Hon’ble Adjudicating Authority, Mumbai was appraised of the above facts and requested to direct Respondent No.2/Resolution Professional to serve a copy of his 3rd Additional Affidavit and also submit the Video Recording of COC meetings as prayed for in MA No. 4061 of 2019, however, no directions came to be issued. Even liberty sought by Appellant Association to deal with the Affidavits filed by Respondents was declined to be granted. It subsequently transpired from the Order Sheet dtd.27.10.2020 that the happenings and events of the said date had not even been recorded and in fact, the applications were shown to have been reserved for orders. 28.10.2020Being aggrieved by the order Dated 13.10.2020 passed by the Hon'ble Adjudicating Authority, Mumbai, the Appellant Association preferred an Appeal bearing Company Appeal (AT) (Insolvency) No. 953 of 2020 before this Hon'ble Appellate Tribunal. 04.11.2020After hearing some arguments, this Hon'ble Appellant Tribunal vide its order dated 04.11.2020 disposed of the Appeal with direction to the Hon'ble Adjudicating Authority, Mumbai to hear the stakeholders including the Appellant Association who claim to be the allottee, at the stage of approval of Resolution Plan. This Hon'ble Appellate Tribunal by its said Order also directed the Hon'ble Adjudicating Authority, Mumbai to accord consideration to the objections raised by the Appellant Association. This Hon'ble Appellate Tribunal also directed that the said Order be sent to the Hon'ble Adjudicating Authority, Mumbai. 01.12.2020As nothing was heard in the matter, the Appellant Association addressed an Email Dated 01.12.2020 to the Hon'ble Adjudicating Authority, Mumbai and appraised regarding the order Dated 04.11.2020 passed by this Hon'ble Appellate Tribunal and requested to list their M.A. No.4061 of 2019 at the earliest for hearing. The contents of the said Email is reproduced hereunder for ready reference:

The Ld. Counsel for the Appellant submitted the followings:

The Impugned Order deserves to be set aside as the same is passed without affording an opportunity to Appellant Association to deal with Affidavits of Respondents;

The Impugned Order deserves to be set aside as the same has resulted in summary disposal of the Application of Appellant Association without hearing and on the basis of an ex-facie false statement of RP;

The Impugned Order is vague, ambiguous, unclear and likely of being misread and misinterpreted cannot be sustained;

The Impugned Order cannot be sustained as the same is in contravention of the settled legal position as laid down by Hon’ble Supreme Court in the matter of Ebix Singapore vs. CoC of Educom Solutions Ltd.

The Adjudicating Authority has lost sight of the fact and failed to appreciate that changes proposed by Respondents will lead to frustration of various criminal and other proceedings initiated by Homebuyers against the Corporate Debtor and its directors as also nullify the orders passed therein;

The Impugned order fails to deprecate the illegal proposal of RA to impose drastic changes in the Resolution Plan in utter contravention of its earlier commitments;

It is an admitted position that changes proposed by RA by way of Affidavit do not find place in the Original Resolution Plan approved by the CoC;

Consequently, the drastic changes now proposed by RA do not find any mention in the plan submitted by RP along with his Application MA 3714 of 2019 u/s. 30 of IBC before the Adjudicating Authority.

The Impugned order has not only resulted in deprivation of the legal rights and entitlements of Homebuyers but is also capable of being misinterpreted by RA to exploit Homebuyers who have remained invested in the project of CD since last 16/17 years and are living in the hope of finally getting possession of their flats after more than 20 years;

The impugned order also deserves to be set aside as it fails to consider apparent violation of mandatory timelines provided u/s. 25 and Rules and Regulations. Admittedly, Resolution Plan of RA was submitted on 24.10.2019, taken up for discussion and finally approved with minor improvements on 13.11.2019;

The Adjudicating Authority has failed to consider that though MA No. 3714 of 2019 was filed by RP before the Adjudicating Authority for seeking approval of the Resolution Plan approved by CoC on 13.11.2019, the RP had by his affidavits mischievously and motivatedly attempted to introduce novel facts and figures without the approval of CoC;

The impugned order even otherwise completely frustrates the legal rights and interests of Homebuyers and cannot be sustained.

Civil Appeal 3224 of 2020 titled as “Ebix Singapore vs. Committee of Creditors of Educom Solutions Ltd.” passed by the Hon’ble Supreme Court of India, Para 167, 187.

Ld. Sr. Counsel for the Respondent No.1 has submitted the following:

The main real estate project of the Corporate Debtor (Ariisto Developers Pvt. Ltd.) is situated at land bearing CTS Nos. 19/1 to 19/13, Village: Mulund (West), Taluka Mulund, District: Mumbai Suburban, having an area of approximately 1,32,383 sq. meters, known as Ariisto Heaven.

After floating two invitations for ‘Expression of Interest (EOI), and considering seven resolution plans from prospective bidders, on 13.11.2019 (1 day before expiry of CIRP) Respondent No.1’s Resolution Plan dated 24.10.2019 (‘Resolution Plan’) was approved by the Committee of Creditors with 85.48% of the voting share, which subsequently increased to 90.68%. By way of its order dated 23.03.2021 (Impugned order) the NCLT approved and allowed Respondent No.1’s Resolution Plan.

Initially, the authorised representative of the homebuyers (n=517) voted against the Resolution Plan in the CoC meeting. There are two main groups of homebuyers depending on the building in which they agreed to purchase apartments viz, “Siesta” (n=182) and “Celestia” (n=335). Today, all the Siesta buyers support the Resolution Plan. Further, 233 Celestia Buyers have either suo motu given written consent to the Resolution Plan or nor expressed any objection to it.

The present Appeal against the impugned order is filed by Ariisto Alert Residents Association, which claims to be an association of 102 homebuyers. For the reasons stated in greater detail herein below, Respondent No.1 submits that the Resolution Plan is legal, and the impugned order deserves no interference whatsoever.

The Appellant represents a miniscule minority within a minority.

99% of the CoC and 80% of the Home-Buyers are not opposing the Resolution Plan.

The Resolution Plan received the support of an overwhelming majority of 90% of the CoC voting share.

At the time when the Resolution Plan was put to vote, the authorised representative of the homebuyers rejected the Resolution Plan. The Code does not privilege the views of home buyers or grant them any veto/special rights when a Resolution Plan is put to vote. Homebuyers only constitute approximately 8.5% of the voting share of the Corporate Debtor’s CoC. Therefore, their dissent vote does not take away from the legitimacy of the Resolution Plan.

Pursuant to the approval of the Resolution Plan, Respondent No.1 has engaged in an outreach exercise. As a result, Respondent No.1, has managed to secure the support of 151 Siesta Buyers, led by ASH Mulund Residents Welfare Association. Respondent No. 1 has also secured written consent for the Resolution Plan from 46 Celestia buyers. As of today, more than 80% of homebuyers have either expressly consented to/support/have not objected Respondent No.1’s Resolution Plan.

In such circumstances, the Appellant who-claims to represent 102 home buyers- (which claim is not backed by any documents), at best, represents only 20% of the homebuyers. In effect, the Appellant represents less than 1% of the total CoC voting share. They are a miniscule minority within a minority.

The Appellant’s objections to the Resolution Plan cannot be decided in a vaccum, they must be compared with the only alternative i.e., liquidation

Respondent No. 1’s Resolution Plan was approved after two rounds of invitations for EOI. It was selected by the CoC, after examining 6 other bids. It was finally voted upon 358 days after the CIRP commencement date with only 1 day left in the CIRP period. Respondent No. 1’s Resolution Plan has clearly been selected after a competitive and time-consuming process. Further, the desirability of the Resolution Plan must be judged, not in a vacuum, but in comparison to the alternative, i.e. liquidation. From this perspective, the Resolution Plan presents the best possible outcome for homebuyers.

Total admitted claims of the Corporate Debtor are Rs. 2,485 crores. Of these, secured creditors have admitted claims of more than Rs. 1365 crores. Against this, the liquidation value of the assets of the Corporate Debtor is only Rs. 750 crores. If Respondent No.1’s Resolution Plan is not approved, the Corporate Debtor is likely to go into liquidation. A lion’s share of the proceeds will go to the secured creditors (who enjoy priority under Section 53 of the Code) and unsecured creditors like homebuyers, will be left with ‘nil’ value.

In contrast, the Resolution Plan provides for a radically better outcome. The total outlay under the Resolution Plan is Rs. 1,650 crores and it also treats the homebuyers in a fair manner.

Respondent No.1 submits that homebuyers have voted against the Resolution Plan and are therefore, dissenting financial creditors. Under the Resolution Plan, dissenting financial creditors are only entitled to liquidation value. This is specifically recorded in Clause 2 of the Plan as follows:

Therefore, as per the Resolution Plan, homebuyers, being dissenting financial creditors, are only entitled to the liquidation value. As already explained hereinabove, the entitlement of home buyers in liquidation is ‘nil’.

Therefore, having voted against the Resolution Plan, homebuyers did not have any entitlement whatsoever to any money or flats. Despite this, as directed orally by the NCLT, Respondent No.1 has conducted a massive outreach exercise and brought clarity for the homebuyers. Therefore, Respondent No.1 has gone above and beyond its legal obligations under the Code to protect the interests of homebuyers. There is no question of the Resolution Plan being illegal.

Violation of RERA The only grievance raised by the Appellant to the contents of the Resolution Plan is that the treatment given to the Celestia/Fantasia homebuyers in the Resolution Plan is contrary to the provisions of RERA. However, this objection is now moot as it is settled law that the Code is a special statute, and its provisions will supersede and prevail over RERA. [Jaypee Kensington Boulevard Apartments Welfare Association and Ors. v. NBCC and Ors. 2021 SCC Online SC 253, para. 437-438] Therefore, the objections raised by the Appellant with reference to provisions to RERA have no basis whatsoever.

Changes made subsequent to approval of the Resolution Plan.

The Appellant has also raised an objection that changes have been made to the Resolution Plan after its approval by the CoC. In this regard, Respondent No. 1 submits that the Appellant’s submission is self-defeating. As explained hereinabove, if the Resolution Plan is to be implemented as is, as dissenting financial creditors, homebuyers are entitled to ‘nil’ value. Respondent No.1 has no objection to providing homebuyers with ‘nil’ value. Respondent No.1 prays that other 80% homebuyers who are not opposing the Resolution Plan should not be made to suffer from the Appellant’s short-sighted and arbitrary demand.

In any event, without prejudice to the aforesaid, Ld. Sr. Counsel for the Respondent No.1 further submits that changes have not been made to the Resolution Plan, but greater clarity has been provided to homebuyers after the approval of the Resolution Plan by the CoC. In this regard, the following facts are to be noted:

When the Resolution Plan was put to vote, the homebuyers voted against the Resolution Plan.

At the oral direction of the NCLT in the hearing dated 10.12.2019, Respondent No.1 started a massive outreach exercise to communicate with homebuyers to win their support for the Resolution Plan. Meetings were held, e-mails were exchanged.

Various e-mails dated 24.01.2020, 26.01.2020, 13.02.2020 and 25.02.2020 were exchanged with the Siesta buyers. As a result, Siesta buyers now do not oppose the Resolution Plan.

Various e-mails dated 24.01.2020 and 15.02.2020 were exchanged with the Celestia/ Fantasia buyers. As a result, save and except the Appellant, Celestia/Fantasia buyers are not opposing the Resolution Plan.

These e-mails were placed on record before the NCLT by way of the Affidavit dated 26.10.2020. The NCLT has noted in the impugned order that this Affidavit clarified the treatment to be given to homebuyers.

Therefore, clearly, the entire exercise that has been conducted after the approval of the Resolution Plan was for the benefit of homebuyers. Most homebuyers have realized the same and accepted the fair and equitable treatment being given to them by Respondent No.1. It is only the Appellant which continues to obstruct the Resolution Plan. The objections are baseless and devoid of merit.

The objections raised by the Appellant in the final hearing to the contents of the Resolution Plan were two-fold, i.e, (a) the Resolution Applicant is changing the location of the building of the Celestia buyers from Sector III to Section II and (b) the Resolution Applicant is demanding a higher price than what was originally agreed.

It was also submitted that issues such as the terms of the agreement that are to be entered into with Celestia buyers, are all issues that fall within the commercial wisdom of the Committee of Creditors and cannot be subjected to judicial review. In fact, as held in Jaypee Kensington (supra), para. 438, “the

Change in Plot: The change in plot is unavoidable and necessary consequence of the requirement of providing commercial area to the other financial creditors of the Corporate Debtor in order to satisfy their claim. It is actually beneficial to the Celestia Buyers. They are being shifted to a plot that is almost three time the size of their original plot. This implies more amenities and larger open spaces.

Additional rate: Admittedly, the Celestia Buyers are required to pay an additional rate of Rs. 3,300/- per sq. ft. However, this is only to partially offset the increase in the cost of construction in the city by more than 4 times in the last 15 years. A brunt of the increased cost of construction will still be borne by Respondent No.1. The Celestia Buyers will still be receiving apartments currently valued and sold at Rs. 24,000/- per sq. ft. carpet at a throwaway price of approximately Rs. 12,000/- per square feet carpet (after the increase in rates).

The Appellant is adopting double standards. The resolution plan submitted by L&T contemplated (a) change in the plot for the Celestia Buyers and (b) change in the layout of plans. Despite this, the Appellant expressed its support for L&T’s resolution plan and wanted it to be given first preference by the COC. Such a contradictory and hypocritical stance is wholly impermissible. Having expressed no objection to the changes when proposed by L&T, the Appellant is now estopped from raising objections to the same changes simply because they are proposed by Respondent No. 1.

In fact, whereas on the one hand, the Appellant seeks to challenge the legality of the Resolution Plan, on the other hand, the Appellant has filed an application seeking implementation of the Resolution Plan. The Appellant wants to have its cake and eat it too. This is impermissible and a gross abuse of the judicial process. It is undisputed that the Appellant has filed Application No. 1587 of 2022 before the NCLT inter alia seeking implementation of the Resolution Plan. In the above circumstances, the Appellant has elected to seek implementation of the Resolution Plan and therefore, is no longer entitled to challenge the Resolution Plan at the same time. The doctrine of election is applicable in Indian law. Union of India v. Murugesan 2022 (2) SCC 25, paras. 26 to 29.

The Appellant has also sought to allege that somehow, the entire process of approval of the Resolution Plan by the NCLT was contrary to the principles of natural justice as the Appellant was not heard subsequent to this Hon’ble Tribunal’s order dated 4^th November 2020.

It submits that the objections raised by the Appellant do not fall within the scope of judicial scrutiny as circumscribed in Section 61 (3) of the Code. The Appellant has failed to point out any clause of Section 61 (3) of the Code that these grievances fall under.

In any event, without prejudice to the aforesaid, it is pertinent to note that the Appellant’s M.A. No. 4061 of 2019 filed to oppose the approval of the Resolution Plan was heard by the NCLT on 13^th October 2020 and reserved finally for orders on 27^th October 2020.

Therefore, clearly, the Appellant was heard and its M.A. No. 4061 of 2019 was reserved for orders. Despite this, one day thereafter, on 28^th October 2020, the Appellant filed Appeal No. 953 of 2020 before this Hon’ble Tribunal wherein the fact that M.A. No. 4061 of 2019 had been reserved for order was completely suppressed.

In fact, the matter was circulated before this Hon’ble Tribunal on 4^th November 2020 ex-parte, and on the basis of the Order passed, it is clear that this Hon’ble Tribunal was never informed about M.A. NO. 4061 of 2019 being reserved for orders on 27^th October 2020. In any event, the direction of this Hon’ble Tribunal was already complied with as the NCLT had substantially heard the Appellant on 13^th October 2020 and 27^th October 2020.

Considering all that is stated hereinabove, the Appellant submits that the present Appeal is completely devoid of any merit and deserves to be dismissed in limine. If the present Appeal is allowed, it will not only prejudice the interests of 80% homebuyers who are not opposing the Resolution Plan but also 99% of the COC who also stand to benefit from the Resolution Plan.

Further, the Resolution Plan is now approved in March 2021. For the last 1.5 years, Respondent No. 1 has implemented the Resolution Plan. It has made payments of Rs. 370 crores to the financial creditors and additional amount of Rs. 270 crores have been paid for premium etc. and Rs. 100 crores for construction activity and other expenses on the project. It has started construction on site. It has constructed upon 24 slabs of the Siesta Building. The project has also been mortgaged to Catalyst Trusteeship Limited vide an Indenture of Mortgage dated May 2, 2022.

Without prejudice, it submits that is it willing to refund the entire principal amount paid by the members of the Appellant (if they are genuine allottees, who have the relevant supporting documents) and subject to such allottees relinquishing their rights with respect to the Project.

We have carefully gone through the pleadings of the parties and have also heard the parties on 12.09.2022, the law laid down on the subject and our observations are as follows:

The Adjudicating Authority vide elaborate order has approved the Resolution Plan with the following observations:

This reflects that the Adjudicating Authority has considered all the relevant aspects and law laid down on the subject and thereafter has approved the plan.

The Judicial review of the Resolution Plan is not permitted for the areas which falls within the domain of commercial wisdom of committee of creditors. This is now a settled law and the following Judgments may be referred to:

Even Principles of equity cannot be applied while considering the provisions of the code. This is also a well settled law and the following Judgments may be referred to: (a) Maharashtra Seamless Ltd. v. Padmanabhan Venkatesh 2020 (11) SCC 467, para. 30,

The order of Adjudicating Authority also resolves the issue that the Resolution Applicant may approach competent authorities/courts/legal forms/office of the Government or Semi-Government/State or Central Government for appropriate relief if it comes in the way of implementation of the Resolution Plan and the Resolution Applicant on taking control of the Corporate Debtor shall ensure compliance under all applicable law for the time being in force. This is open for any Applicant to approach competent authorities if so, advised within the framework of the code or available law to the competent courts/Government.

In view of above observations, law laid down on the subject, commercial wisdom applied by the committee of creditors, elaborate order passed by the Adjudicating Authority, we do not find any inconformity in the order and are constrained to agree with the Adjudicating Authority.

The Appeal, therefore, is disposed of with the above observations.

Interim order, if any, stands vacated. No order as to costs.