Capacite Infraprojects Limited vs Siddhi Raj Housing Projects Pvt. Ltd.

IA(PLAN)/136/2025 - The above IA is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

The present IA has been filed on 20.12.2025 by Mr. Amit Vijay Karia, Resolution Professional ('the Applicant') of M/s. Siddhi Raj Housing Projects Pvt Ltd ('Corporate Debtor') under Section 30(6) and Section 31 of the Insolvency and Bankruptcy Code, 2016 ('the Code') read with Regulation 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016 with following prayers:

The Corporate Insolvency Resolution Process ('CIRP') of M/s. Siddhi Raj Housing Projects Private Limited ('Corporate Debtor') was initiated vide order dated 02.05.2023 under Section 9 of the Code ('said order'). Pursuant to the said order, the Applicant was appointed as the Interim Resolution Professional ('IRP') of the Corporate Debtor. Thereafter, a Public Announcement in Form A was issued on 05.05.2024, in two newspapers namely Free Press Journal (English) and Navakal (Marathi), inviting claims from all the creditors on or before 16.05.2023; Committee of Creditors ('CoC') was constituted. The IRP was later confirmed as the Resolution Professional ('RP') in the 1st CoC meeting dated 01.06.2023.

The Applicant submits that the report certifying constitution of CoC was refiled on 06.06.2023, which was taken on record by this Tribunal vide order dated 26.06.2023, comprising Asset Care and Reconstruction Enterprise Limited and Klassic Wheels Limited with 93.61% and 6.39% voting share, respectively. However, pursuant to revised claims received, the CoC was reconstituted and recorded vide orders dated 10.07.2023 and 18.09.2023, ultimately comprising Asset Care and Reconstruction Enterprise Limited (Secured Financial Creditor), Klassic Wheels Limited, Girish Rasiklal Shah, Inderchand Bhansali and ors, and Jayprakash Ramrakhiani (Homebuyer) with voting shares of 63.44%, 4.33%, 5.80%, 8.38% and 18.05%, respectively. Subsequently, the Assets Care and Reconstruction Enterprise Limited assigned its debt to Prudent ARC Limited vide Assignment Deed dated 11.03.2024, and accordingly, IA No. 1409 of 2024 for reconstitution of the CoC was allowed vide order dated 02.04.2024.

In the 2^nd CoC Meeting held on 30.06.2023, the Applicant informed about the appointment of following Registered Valuers:

The appointed valuers have submitted their Valuation Reports, annexed as Annexure – ‘Annexure 36’ to ‘Annexure 39’. The summary of valuation by the registered valuers, as submitted is reproduced below:

The Applicant submits that Form G was published on 01.07.2023 inviting Expression of Interests ('EOIs') from Prospective Resolution Applicants ('PRAs'). Pursuant to which 17 EOIs were received and a final list of 16 eligible PRAs was prepared. Thereafter, in the 3rd CoC meeting held on 28.07.2023, the CoC approved the Request for Resolution Plans ('RFRP') and Evaluation Matrix ('EM'), and the timeline for submission of Resolution Plans, initially fixed as 30.08.2023, was extended twice up to 04.10.2023.

The Applicant submits that Resolution Plans were received from ICEM Engineering Company Private Limited and the Consortium of Ladderup Finance Limited and Lotus Spaces Private Limited, which were opened for negotiation and consideration in the 4th CoC meeting held on 11.10.2023. Subsequently, in the 5th CoC meeting held on 05.12.2023, the PRAs were directed to submit revised plans by 08.12.2023, and in the 6th CoC meeting held on 20.12.2023, the CoC rejected both plans as well as the proposal for liquidation, and approved republication of Form G for fresh EOIs.

Pursuant thereto, the Applicant republished Form G on 27.12.2023 in Free Press Journal (English) and Navashakti (Marathi), fixing 11.01.2024 as the last date for submission of EOIs. Accordingly, EOIs from 20 PRAs were received, and a provisional list of eligible PRAs was issued on 15.01.2024, followed by the final list on 20.01.2024, wherein all such PRAs were provided with the RFRP, EM, and Information Memorandum ('IM') on 21.01.2024, with directions to submit their Resolution Plans on or before 20.02.2024. The final list of the PRAs is as follows –

The Applicant submits that in the 7^th CoC meeting held on 29.02.2024, only 3 (Three) Resolution Plans received from PRAs out of the final list of 20 PRAs, namely Mantra Properties and Developers Private Limited, PKG Fund I (a scheme of RKG Trust), and the Consortium of Mr. Harsh Malhotra and Arrow Engineering Limited were opened and taken into consideration.

The Applicant submits that the CoC initially granted time till 10.05.2024 for submission of revised Resolution Plans, which, upon request of the Resolution Applicants, was extended to 20.05.2024, and thereafter to 27.05.2024 and 10.06.2024. Accordingly, in the 12th CoC meeting held on 10.06.2024, the revised Resolution Plans were opened, and in the 13th CoC meeting held on 14.06.2024, the Resolution Applicants were requested to submit clarificatory addendum.

The Applicant submits that in the 14th CoC meeting held on 19.06.2024, three Resolution Plans along with addendum were placed for voting, and pursuant thereto, the CoC, with 100% voting share, unanimously approved the Resolution Plan with clarificatory addendum submitted by RKG Fund I.

The Applicant submits that while IA (Plan) No. 43 of 2024 was pending approval of Resolution Plan, an IA No. 4099 of 2024 was filed by homebuyers Mehek Lucky Pamnani and Lucky Vashdev Pamnani, and vide order dated 02.07.2025, the Applicant was directed to consider their claims upon verification. Their induction as CoC members was noted in the 16th CoC meeting held on 04.10.2025, wherein the issue of withdrawal of the Resolution Plan application and seeking Tribunal's directions for submission of revised Resolution Plans by the Successful Resolution Applicant ('SRA') and other Resolution Applicants was also considered.

The claims of financial and operation creditor as on 03.07.2025 are as follows:

Subsequently, the Applicant filed an additional affidavit dated 08.10.2025 seeking withdrawal of IA (Plan) No. 43 of 2024 and permission for submission of revised Resolution Plans by the SRA and other Resolution Applicants. Vide Order dated 14.10.2025, this Tribunal allowed IA (Plan) No. 43 of 2024 to be withdrawn. The relevant extract of the said order is reproduced below:

In the 19th CoC meeting held on 29.11.2025, the CoC members and Resolution Applicants were informed that the deadline for submission of revised/final Resolution Plans was 03.12.2025 till 9:00 PM. Thereafter, in the 21st CoC meeting held on 09.12.2025, the final Resolution Plans along with addendums were considered, wherein the Plan submitted by RKG Fund I was found to be contingent in nature and hence not fit for voting. Accordingly, the CoC decided to put to e-voting the Resolution Plans along with addendums submitted by (i) the Consortium of Mr. Harsh Malhotra and Arrow Engineering Limited, and (ii) Mantra Properties and Developers Private Limited.

The e-voting remained open from 09.12.2025 (2:00 PM) till 11.12.2025 (12:00 PM), pursuant to which the Resolution Plan along with addendum submitted by Mantra Properties and Developers Private Limited was approved with 92.97% voting share. The relevant extract of the Resolution passed by the CoC with voting share are reproduced hereunder for ease of reference:

The Applicant has filed an Additional Affidavit dated 02.03.2026 to address the query raised during the hearing on 20.02.2026 with respect to the Provisional and Final List of PRAs, stating that the issuance of such lists was undertaken in compliance with Regulation 36A of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and enclosing, inter alia:

A copy of the Provisional List of Prospective Resolution Applicants, ii. A copy of email correspondence exchanged by the Applicant with the Committee of Creditors and the Prospective Resolution Applicants pertaining to the Provisional List of eligible PRA, iii. A copy of the Final List of Prospective Resolution Applicants, iv. A copy of email correspondence exchanged by the Applicant with the Committee of Creditors and the Prospective Resolution Applicants pertaining to the Final List of eligible PRAs,

A copy of the Notice and Agenda of the 7th Meeting of the Committee of Creditors held on 29.02.2024, wherein the Provisional and Final Lists of PRAs and the procedure in relation to submission and consideration of Resolution Plans were discussed, vi. A copy of the audited financial statements of the Corporate Debtor for the financial year 2018-19 as available on the MCA portal, vii. A copy of the financial statements of the Corporate Debtor for the Financial Year 2019-20, prepared on a reconstructed basis from limited available information, viii. A copy of the financial statements of the Corporate Debtor for the Financial Year 2020-21, prepared on a reconstructed basis from limited available information, ix. A copy of the financial statements of the Corporate Debtor for the Financial Year 2021-22, prepared on a reconstructed basis from limited available information.

A copy of the financial statements of the Corporate Debtor for the Financial Year 2022-23, prepared on a reconstructed basis from limited available information,

A copy of the financial statements of the Corporate Debtor for the Financial Year 2023-24 prepared on a reconstructed basis 4 from limited available information; and

A copy of the Information Memorandum (IM) as issued to the Prospective Resolution Applicants (PRAs) by way of access to the Virtual Data Room (VDR).

As per the Resolution Plan, the term ‘Effective Date’ is defined as follows:

Further, Clause D in Part G of the Plan states the Expected Effective Date as 90 days from the Approval Date. When the matter came up for consideration on 30.04.2026, the Ld. Counsel for the SRA submitted that the Effective Date shall not exceed six (6) months from the date of approval of the Resolution Plan, and the following order was passed:

The Applicant submits that the Successful Resolution Applicant, namely M/s. Mantra Properties and Developers Private Limited, is not barred under Section 29A of the Code to submit a Resolution Plan, as evidenced by the Due Diligence Report dated 24.11.2025 issued by M/s. Sanjay & Co., Chartered Accountants, along with the Applicant’s Affidavit dated 11.12.2025 and the SRA’s Affidavit dated 10.01.2025 under Section 29A of the Code.

The Applicant submits that the approved Resolution plan is compliant with the Code read with CIRP Regulations. The applicant submits that in compliance with Resolution 39(4) of the CIRP Regulations, a compliance certificate in Form H dated 11.12.2025 was submitted.

Brief Background of the Successful Resolution Applicant (SRA): M/s. Mantra Properties and Developers Private Limited

Mantra Properties & Developers Private Limited, established in 2007 by Mr. Vishal Gupta, is a mid-income housing real estate group with a strong presence in Pune. The company has delivered approximately 1 crore sq. ft. and has a similar area under development across 15 projects. Known for efficient sales, timely delivery, and minimal inventory overhang, over 80% of its inventory is typically sold before plinth completion. The Resolution Applicant follows a conservative, equity-driven growth model with limited reliance on borrowings and has built a reputation for quality, transparency, and customer-centric development. Governed by its Board of Directors, the group operates through multiple SPVs and is supported by a team of over 430 employees and an extensive network of contractors and suppliers.

The Resolution Plan includes the provision of CIRP Cost. The Resolution Applicant proposed the 100% payment towards the CIRP Cost estimated at Rs. 1,54,20,242 (Upto 30.11.2025) and shall be paid in cash within 30 days from the Approval Date.

Any unpaid CIRP Cost which remain unpaid inclusive of all past, present and future expenses as declared by the RP upto the Approval Date, will be paid in full and in priority to any other debt of the Corporate Debtor out of the internal accrual/ cash flows generated by the Corporate Debtor. In case, if the cashflows of the Corporate Debtor are insufficient to meet the entire CIRP costs, the balance amounts shall be paid by the Resolution Applicant within 30 (thirty) days from the Approval Date from the Equity Commitment.

The Allocation of amounts proposed under the plan is reproduced below:

(Amounts in Rs. Crores)

* As per the Addendum dated 06.12.2025, the amount payable to the Homebuyers was increased from Rs. 36,22,07,306/- to Rs. 39,47,55,824/- due to inclusion of the interest component.

The Resolution Applicant shall infuse an Upfront Payment, Part equity and/or part debt or quasi equity as per the schedule proposed in this Resolution Plan. The Upfront Equity infusion will be done within 90 days from Approval Date to acquire 100% equity shareholding of the Corporate Debtor.

The Resolution Applicant may infuse additional funds in the Corporate Debtor within 2-3 years of the Approval date, depending upon the construction requirements of the housing project and as the Resolution Applicant may deem fit.

It is clarified that the infusion of monies into the Corporate Debtor towards equity or additional equity, may be in the form of either Equity Instruments or Quasi Equity Instruments or subordinated debt.

As per RFRP, The Resolution Applicants shall submit the Resolution Plan along with the EMD of Rs. 1 crore by way of Demand Draft / Pay order / Bankers Cheque drawn in favour of “Siddhi Raj Housing Projects Private Limited” issued by any scheduled commercial bank in India (“Bank”) payable at par. Furthermore, EMD may alternatively be submitted by furnishing an unconditional Financial Bank Guarantee of Rs. 1 in favour of "Siddhi Raj Housing Projects Private Limited."

The Successful Resolution Applicant deposited EMD of Rs. 1 Crore by way of an unconditional bank guarantee, in accordance with the term of the RFRP on 12.11.2025 at the time of submission of EOI.

As per RFRP, in accordance with Regulation 36B (4A) of the CIRP Regulations, within 30 days from the date of issue of Letter of Intent (‘LoI’) the Resolution Applicant shall provide a performance security of 20% of the financial outlay provided in the resolution plan to the Secured Financial Creditor in Performance Bank Guarantee (PBG), issued by any scheduled commercial bank in India or by way of Demand Draft / Pay order / Bankers Cheque drawn in favour of “Siddhi Raj Housing Private Limited” issued by any scheduled commercial bank in India.

The Applicant filed an Affidavit dated 24.01.2026 stating that a Circular Resolution was undertaken by the CoC for adjustment of the EMD towards Performance Security by the SRA, pursuant to which the Performance Bank Guarantee furnished by the SRA, along with such adjustment, was approved with 100% voting share.

The matter had come up for consideration on 13.05.2026, where the following order was passed:

In compliance with the said aforementioned order, the Applicant has filed an Additional Affidavit dated 28.05.2026. It is submitted that the amount proposed to be paid to the Secured Financial Creditors under the Resolution Plan is Rs. 52,07,43,350/-. The SRA furnished a Performance Bank Guarantee of Rs. 9,41,40,000/- on 22.01.2026, which, together with the Earnest Money Deposit Bank Guarantee of Rs. 1,00,00,000/-, aggregates to Rs. 10,41,40,000/-. Accordingly, the balance amount of Rs. 8,670/-, being the difference between the required Performance Security of Rs. 10,41,48,670/- and the aggregate amount already furnished, was deposited by the SRA on 25.05.2026. Thus, the SRA has furnished Performance Security aggregating to Rs. 10,41,48,670/-, constituting 20% of the financial outlay proposed to the Secured Financial Creditors under the Resolution Plan. The SRA has furnished the following security towards compliance with the Performance Security requirements under the Resolution Plan:

The Monitoring Agency shall supervise the implementation of the Resolution Plan and shall be required and entitled to do all such acts, deeds, matter and things as may be necessary, desirable or expedient in order to supervise implementation of this Resolution Plan.

The Monitoring Agency shall be constituted within 14 (Fourteen) Business Days of Approval Date.

The Monitoring Agency shall comprise of 5 (five) members –

The Resolution Professional/Independent Professional shall be the chairman of the Monitoring Agency.

Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

The Company shall be controlled and managed by a Reconstituted Board. The Directors on the Reconstituted Board shall be appointed by the Monitoring Agency within 45 days of the Effective Date, without any approval of the shareholders or the board in terms of the provisions of the Companies Act, 2013 and existing Board of Directors shall deem to have been resigned w.e.f. that date and existing board of directors shall also be under the obligation to file the necessary e-forms for the appointment of directors on the reconstituted board.

The Reconstituted Board will be accountable for the day to day operations of the Company and shall be bound as per applicable law to protect and preserve the value in the Company.

The SRA may appoint suitably qualified and experienced persons as the Chief Executive Officer and Chief Financial Officer and other key personnel in the functions of sales & marketing finance, human resources and operations, as well as in the post of Key Managerial Personnel (KMP) of the Company. These positions may be filed through the existing Management. However, the to streamline the operations, the Resolution Applicant shall ensure segregation of duties and responsibilities.

On the Approval date, all shareholders and the related shares shall be extinguished in full making Mantra Properties and Developers Pvt Ltd (MPDPL) as 100% shareholder of the Corporate Debtor.

Fresh shares of the Corporate Debtor shall be issued in the manner as proposed in this Resolution Plan to accommodate the introduction of upfront payment by the Resolution Applicant in the Corporate Debtor.

The Resolution Applicant proposes to acquire the majority stake in the Corporate Debtor 99.99% and a minority stake by Mr. Rohit Gupta (Director & CEO of Resolution Applicant) 0.01%.

In consideration of the acquisition, the Corporate Debtor shall, without any further application, act, instrument or deed or approval issue and allot to MPDPL and Rohit Gupta (Director) equity shares in Corporate Debtor, each having face value of Rs.10 each such that the Resolution applicant acquires 100% shareholding in the Corporate Debtor. The equity shareholding of the Corporate Debtor post Extinguishment shall be as follows:

Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in Form H dated 11.12.2025 along with the Application.

Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016:

As per the interim order dated 10.11.2025 in IA 5143/2025, the Resolution Professional sought an extension of 60 days in the CIRP period w.e.f. 14.10.2025, which was duly approved by this Tribunal. It is noted that the present Interlocutory Application seeking approval of the Resolution Plan was filed on 12.12.2025 and refiled on 20.12.2025; therefore, the application has been filed within the extended CIRP period.

On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Successful Resolution Applicant has submitted an Affidavit dated 10.01.2024, which is attached as 'Annexure 44' with the Due Diligence certificate by the Resolution Professional dated 11.12.2025, which is attached as 'Annexure 45' of the application stating that Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the Code. 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 Applicant submits that there are no avoidance transaction applications pending before this Tribunal, and that, that there are no transactions falling under Section 43, 45, 50, and 66 of the Code.

The SRA proposes in the Resolution Plan that any contingent recovery, relief, benefit arising out of or as a result of the suit filed by the RP for transactions so identified in any Transaction Audit Report forming basis of application made or to be made before the Adjudicating Authority under section 43, 45, 49, 50, and 66 of the Code shall solely belong to the Resolution Applicant, if and whenever they may arise. Any and all contingent recovery from PUFE transactions would form part of the assets of the Corporate Debtor in this Resolution Plan. The allocation of such contingent recovery shall be done by the Resolution Applicant at their discretion.

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 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 (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

The Resolution Plan submitted by Mantra Properties and Developers Pvt Ltd is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Said 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, and all other stakeholders involved in the Resolution Plan.

The Monitoring Agency shall supervise the implementation of the Resolution Plan and shall review operational performance of the Said corporate debtor.

The Resolution Professional is further directed to handover all records, premises / documents to the Resolution Applicant to finalise further line of action required 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 required for starting of the operations.

As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan.

The aspect of reliefs and concessions are dealt herein under:

a. 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 Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

b. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

c. For past non-compliances of the said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP as stipulated under Section 32A of IBC, 2016, and subject to fulfilment of the condition therein.

d. It is hereby clarified that 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 (2021) 9 SCC 657, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a 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.

e. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief included in any part of resolution plan, 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. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

f. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

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.

Accordingly, the Resolution Plan submitted by Mantra Properties and Developers Pvt Ltd is hereby approved, and I.A. (PLAN) NO. 136 OF 2025 is allowed to the extent above and is disposed off.