Bhanu Navin Nisar vs Vijay Group Realty LLP

Per: Ms. Lakshmi Gurung, Member (Judicial)

This I.A. is filed by the Resolution Professional ('the Applicant') of Vijay Group Realty LLP ('the Corporate Debtor') under Section 30(6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016 ('the Code'), seeking the following reliefs:

The Corporate Debtor is an LLP consisting of the following partners: -

Mr. Vrajlal Talakshi Gala (Deceased on 01.01.2020) ii. Mr. Ateev Vrajlal Gala

Majority assets of the Corporate Debtor are in the form of investments/loans and advances. There are 4 categories of assets which are as follows:

i. Category 1- Investment in 37% stake in Vijay Suraksha Realty LLP (VSRLLP). ii. Category 2- Investment in other Companies/LLP/Partnership other than 37% stake in VSRLLP. iii. Category 3- Loans and Advances. iv. Category 4- Other Assets Including the company as a going concern, however excluding the Assets of Category 1,2,3 including brought forwards losses, if any.

The Corporate Debtor has investment in 37% stake in Vijay Suraksha Realty LLP (‘VSRLLP’) which is proposed to be acquired in this Resolution Plan. This resolution Plan is submitted only for Category-1 Assets.

The Corporate Debtor was admitted into Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 04.08.2021 and Anish Gupta was appointed as the Interim Resolution Professional (‘IRP’) (‘Erstwhile IRP’).

The IRP made a public announcement under Regulation 6 of the IBBI (CIRP) Regulations, 2016 on 16.08.2021 to invite claims from the creditors of the Corporate Debtor in two newspapers namely, Financial Express and Navasakti. After receiving claims, the IRP prepared a list of Creditors and constituted the Committee of Creditors (‘CoC’) on 04.09.2021. The CoC consisted of JM Financial Asset Reconstruction Company Limited (Sole Secured Financial Creditor) and 77 other Unsecured Financial Creditors as per following details:

JM Financial Asset Reconstruction Limited was secured Financial Creditor for an amount of approximately Rs.77.59 crores and was also unsecured Financial creditor for an amount of Rs.58.98 crores and held total voting rights of 68.75%. Other Unsecured Financial Creditors were having residual voting percentage of 31.25%.

The List of all creditors as mentioned in Form H:

The First CoC was held on 10.09.2021 wherein it was resolved to appoint the erstwhile IRP as the Resolution Professional ('RP').

The Committee of Creditors, in Sixth CoC meeting, held on 18.05.2022, with 99% majority voting, approved the replacement of the erstwhile Resolution Professional, Mr. Anish Gupta, Applicant herein. This Tribunal vide its order dated 16.06.2022, appointed the Applicant as Resolution Professional of the Corporate Debtor.

The Erstwhile RP published Form G on 20.05.2022, inviting Invitation for Expression of Interest ('EOI') on or before 04.06.2022 in accordance with Regulation 36 (A) (1) of the CIRP Regulations in two newspapers namely Financial Express and Navakal. The last date to submit Resolution Plan was 19.07.2022

The Applicant on 23.05.2022 appointed registered valuers for each category of assets to determine the Fair Value and Liquidation Value of the Corporate Debtor in accordance with Regulation 35 of the CIRP Regulations. The Valuers for the Category 1 Assets, which are the subject matter of this resolution plan, with their valuation are given below:

Thus, the Average Fair value of the assets of the Corporate Debtor is Rs.25,87,85,683/- and Average Liquidation value of the Corporate Debtor is Rs.17,02,65,874/-.

The Applicant had published 3 more Form G inviting EOI as decided by the CoC for the reasons discussed in subsequent paragraphs:

The CoC members in its Twelfth CoC meeting resolved to publish 2^nd Form-G, in response to which 11 EOI's were received from Prospective Resolution Applicants (PRAs). However, only one resolution plan was received from M/s Vira Real Space LLP, which was deliberated and rejected in the Seventeenth CoC meeting held on 02.02.2023.

Pursuant thereto, the CoC members, in their Eighteenth CoC meeting instructed Applicant to publish 3rd Form-G. Accordingly the Applicant published third Form G on 27.03.2023 in response to which 14 EOI's were received from the PRAs. Further only 2 resolution plans were received from 2 PRAs, i.e., Nakshatra Corporate Advisors Limited and Sabrimala Industries India Limited. The same were extensively discussed and the PRAs were requested to submit the final Resolution Plan on or before 22.09.2023 after incorporating updated sections in the plan in order to ensure compliance with the Code. It is submitted that none of the Resolution Applicants submitted revised resolution plan.

In the Twenty Second CoC meeting held on 05.10.2023, it was decided that resolution plan would be sought from PRAs for the following category of assets.

Accordingly, the CoC members instructed the Applicant to re-publish Form-G in accordance to the provisions of Regulation 36 (B) (6A) read with Regulation 37 (1) (m) of the Insolvency and Bankruptcy (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

The Applicant issued Information Memorandum ('IM') and Evaluation Matrix ('EM') 21.03.2023 and Request for Resolution Plan ('RFRP') dated 12.01.2024 to the PRAs.

In the Twenty third CoC Meeting held on 09.10.2023 it was discussed that any transactions in the form of Loans and advances covered under PUFE application shall be excluded from all the Categories. The Applicant clarified that the potential bidders shall have a choice between the categories or Bid for all the four categories. However, any person who bids for category 4 shall get the name of the Corporate Debtor along with other assets, i.e., company as a whole, excluding the assets in Category 1, 2 & 3 which was approved by CoC.

Accordingly, the Applicant published fourth form G on 28.11.2023, for category wise sale of assets of the Corporate Debtor and a total of Eight EoI’s were received by the Applicant. The EOIs received from PRAs are as follows:

As per fourth Form G the initial date for submission of Resolution Plan was fixed on 11.02.2024. However, the Applicant granted several extensions from 11.02.2024 to 26.05.2024, on request from PRAs.

The Applicant states that the Applicant in the Twenty Sixth CoC meeting held 12.09.2024 deliberated on 3 resolution plans submitted by 3 PRAs. Further in the Twenty Seventh CoC meeting held on 26.12.2024, the Applicant informed the CoC members that a Professional, Copper & Gold Partners, was appointed to provide a due diligence report on Section 29A compliance of all the three PRAs. Based on a report dated 20.12.2024, submitted by Copper & Gold Partners, Shree Naman Developers, was eligible and qualified under Section 29-A of the Code to submit resolution plan. The Final list of PRAs is as follows:

In the Twenty Ninth CoC meeting held on 30.05.2025, the above three plans received from PRAs were discussed. The CoC decided not to proceed with the plans received under Category 2 as they were commercial unacceptable and below the liquidation value of the Category 2 Assets and were also having compliance issues and were not put for e-voting. No resolution plan were received for Category 3 and Category 4 assets.

M/s Naman Developers Private Limited had submitted on 03.09.2024 for Category 1 assets. Multiple rounds of negotiations were conducted and after addressing all compliance issues the revised plan received on 29.05.2025 for Category -I asset was put to vote. The Applicant informed the CoC members that the resolution plan submitted by Shree Naman Developers Private Limited ('SRA') was approved by a 68.75 % voting majority by the CoC members.

Pursuant thereto a Letter of Intent ('LOI') dated 06.06.2025 was issued in favour of the SRA.

It is submitted that extension of CIRP period was granted by this Tribunal from time to time and the Resolution Plan has been filed in 1402 days after commencement of CIRP.

Shree Naman Developers Private Limited is the flagship company of Shree Naman Group, a renowned diversified conglomerate having presence in Mumbai and Goa. Shri Jayesh Shah is the founder of Shree Naman Group ('SNG') in 1993. SNG is an established leader in real estate industry with over 2 decades of experience and has developed landmark properties in Mumbai. Today the group is a conglomerate with focus on Real estate, further diversifying into Hospitality, Food and Beverages, Financial Service and Energy.

The SRA proposes for acquisition and purchase of Category-1 Asset, as a going concern, from the name and title of the Corporate Debtor in the name of the Successful Resolution Applicant under the CoC approved resolution plan.

It is submitted that SRA has identified and expressed its intention to acquire 37% stake of the Corporate Debtor in Vijay Suraksha Realty LLP (‘VSRLLP’), which will be acquired through the resolution plan, including all the rights of the partners of the Corporate Debtor to the extent of 37% share in the VSRLLP.

Treatment to stakeholders

The payment terms of the resolution plan amount for the acquisition of Category Asset-1 as a going concern, is reproduced below:

Performance Guarantee The Applicant has submitted a Bank guarantee to the extent of Rs. 2,20,00,000 /- having BG number 560GT02251690005 and validity upto 17.06.2027.

The date on which Resolution Applicant would discharge the complete Payment (as per the proposed mechanism of disbursement of funds or issuance of any instruments) as proposed under the Resolution Plan.

The Applicant has filed Additional Affidavit dated 23.02.2026 placing on record form H dated 05.06.2025. However, the same had some discrepancies, therefore this Tribunal vide order dated 24.02.2026 directed the Applicant to file revised form H. Accordingly the Applicant vide Additional Affidavit dated 07.03.2026 has placed on record revised Form H dated 02.03.2026. Extract of Some of the important clauses of Form H are set in below:

Details of implementation of the Resolution Plan:

7A. Realisable Amount:

7B. Details of Realizable amount:

(Amount in Rupees)

Steps to be taken by the concerned parties post approval of resolution plan by AA:

Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31 A-: Rs. 76,835/- and affidavit to the said effect is submitted by the SRA to the Resolution Professional.

Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any:

If resolution Plan submitted by suspended directors/ promoters of CD, Any PUFE applications against the suspended directors are pending, if so the details of the same- NA.

Details of other IAs pending against the Corporate Debtor:

Other Compliances - Since the Resolution Plan is approved only for Category 1 Assets therefore no other compliance required for approval of this resolution plan.

A. The committee has approved a plan providing for contribution under regulation39B as under:

a. Estimated liquidation cost: Rs.10,25,600

b. Estimated liquid assets available: Rs. NIL

c. Contributions required to be made: Rs.10,25,600

d. Financial creditor wise contribution is as under: To be decided in the 1st SCC.

Whether the Resolution Plan is subject to any contingency/ condition -NA.

The Resolution Plan has been filed 1402 days after the commencement of CIRP (in terms of Section 12 of the Code).

We note that the details of Interlocutory Applications pending against the Corporate Debtor have been provided in Para 14 of the FORM H. On perusal of the same, it is observed that I.A.1161/2022 has been disposed of vide order dated 04.07.2025 and I.A.3511/2023 was permitted to be withdrawn on 17.10.2025.

The SRA has submitted an Affidavit dated 21.12.2023 under Section 29A of the Code along with the Resolution Plan which is annexed to the Application as Exhibit Q stating that Successful Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the IBC. 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 Monitoring Committee shall comprise of 3 (three) persons;

One Representative of Secured Financial Creditor.

One Representative of the Resolution Applicant.

One Independent Professional.

The plan states that the Corporate Debtor shall be managed in the following three phases:

Phase I period- From date of approval by the CoC till the order of this Tribunal, The affairs of the Corporate debtor shall be managed by the Resolution Professional. ii. Phase II period- From the NCLT approval date till Closing Date During this period the affairs will be managed by the Monitoring Committee. iii. Phase III period- The Closing Date onwards The Resolution Applicant shall manage the affairs on behalf of the Corporate Debtor.

It is noted that the Corporate Debtor has entered into a partnership venture with 37 % investment in Vijay Suraksha Realty LLP.

We note that there is dispute with relation to contributions by the Corporate Debtor to the projects being developed by it. Vijay Suraksha Realty LLP has filed I.A.2537 of 2024 against the RP and the Corporate Debtor seeking contribution of Rs. 367.62 Crores with interest @ 18% per annum on Rs.367.62 Crores from 18.10.2022 till realization; which is pending adjudication.

The resolution plan is submitted for Category 1 asset. Regulation 36 (B) (6A) read with Regulation 37 (m) of the Insolvency and Bankruptcy (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 permits category wise sale of assets. The said Regulation is reproduced as under:

On perusal of the Resolution Plan, we find that the Resolution Plan provides for the following:

Payment of CIRP Cost as specified under Section 30(2)(a) of the Code.

Payment of Debts of Operational Creditors as specified under Section 30(2)(b) of the Code.

For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified under Section 30(2)(c) of the Code.

The implementation and supervision of Resolution Plan by the RP and the CoC as specified under Section 30(2)(d) of the Code.

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), 39(2), 39(4) of the Regulations and the Resolution Plan is not conditional.

In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, 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 to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements

In Committee of Creditors of Essar Steel India Limited through Authorised Signatory Vs. Satish Kumar Gupta & Ors (2020) 8 SCC 531, the Hon'ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom has approved.

In view of the law laid down by Hon'ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI Regulations including the requirement under Section 30 (2) of the Code, the Resolution Plan submitted by Shree Naman Developers Private Limited is hereby approved, subject to the following order/ directions:

The affidavit dated 07.03.2026, clarifications and undertakings by the SRA and RP are taken on record and shall form part of the Resolution Plan.

The Resolution Applicant shall keep the Performance Bank Guarantee valid till the full implementation of the Resolution Plan.

The treatment of stakeholders under the resolution plan can be summarized as below:

(Rs. in crores)

It is to be noticed that the proposed plan value inclusive of CIRP cost is Rs. 22 crores which is 129% of the Liquidation value (which is Rs.17.03 crore).

The payment of CIRP Cost and payment towards the dues of Operational Creditors shall be made in priority over the payment to Financial Creditors.

Once the resolution plan is approved by the Adjudicating Authority, it shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority, to who a debt under any law are owned.

The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the Corporate Debtor.

The Resolution Professional is directed to handover all records, premises / documents to Resolution Applicant for starting of the operation as contemplated under the Resolution Plan. The Resolution Applicant shall have access to all the records premises / documents through Resolution Professional to finalise further line of action for starting of the operations.

The Resolution Professional has certified that the Resolution Plan complies with all the provisions of the Code and the CIRP Regulations and does not contravene any of the provisions of law. It is also certified that the SRA is not ineligible under Section 29 A of the Code to submit the Resolution Plan and that the said Resolution Plan has been approved by the CoC by 100% voting in accordance with the provisions of the Code and the CIRP Regulations made thereunder.

Though, it is certified by the Resolution Professional that the Resolution Plan does not contravene any provision of law for the time being in force in terms of Section 30(2)(e) of the Code, it is made clear that in case of any inconsistency between any law for the time being in force and the provisions of this Resolution Plan, the provisions contained in the law shall prevail unless relaxed in terms of this Order.

Reliefs and Concessions:

In terms of the Judgement of Hon'ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

It is further clarified that any benefit arising out of the Resolution Plan shall not be deemed to be automatically granted. The Resolution Applicant shall approach the competent authorities under the applicable law for availing such benefits and concessions as may be permitted under the law.

Any exemption/ waiver/reduction sought for in relation to the payment of registration fees, charges, stamp duty, taxes and fees arising out of the actions contemplated under the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for such request if permitted under the law.

Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Corporate debtor or for which the Corporate Debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

- e) For past non-compliances of the Corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP and as stipulated under Section 32A of IBC, 2016. - f) No orders levying any tax, demand or penalty from the Corporate Debtor in relation to period prior to commencement of CIRP shall be passed by any authority and such demand, if created, shall not be enforceable as having extinguished in terms of approved Resolution Plan. - g) The carry forward of losses and unabsorbed depreciation shall be subject to the provisions of Income Tax Act or Rules made thereunder, and the Income Tax Department shall be at liberty to examine the same. - h) Further, the concerned indirect tax authorities shall be at liberty to examine the carry forward of input tax credit available under Indirect Tax laws. - i) The Applicant shall file necessary forms and pay prescribed fees, if any, in terms of provisions of the Companies Act, 2013 in relation to issuance of fresh capital and reduction in share capital. Issue of new shares and reduction of share capital as provided under the resolution plan is subject to the treatment in accordance with the applicable laws, taxation and compliances. - j) Application for compounding/condoning shall be filed in accordance with the procedure specified in respective law or concerned authority, however, Resolution Applicant shall not be responsible for past non-compliances till the date of approval of this Plan.

The ROC shall update the records upon filing of pending returns/forms after payment of normal fees (without not additional fee). In case such filing is not permitted by the e-filing portal, the ROC shall accept such forms/returns in physical format and do the needful. The Corporate Debtor shall be exempted from using the words “and reduced”.

With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted.

Any amount realized out of the action taken against other persons for avoidance transactions under the IBC, 2016 also Unauthorized Transaction post CIRP order, shall be appropriated towards the unsatisfied claims of Financial Creditors.

The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), 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.

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

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.

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

The grant or non-grant of reliefs under the Resolution Plan will not affect the implementation of the Resolution Plan and the same should not be viewed as conditionalities to the implementation of the Resolution Plan or any timelines for such implementation.

In result, the Resolution Plan with value of Rs. 22,00,00,000/- is hereby approved with directions in para 45 and 46 above.

Accordingly, I.A. 72 of 2025 is disposed of.