Edelweiss Asset Reconstruction Company Ltd vs Adel Landmarks Ltd

The present application has been filed by Mr. Udayraj Patwardhan, Resolution Professional (“RP”) of Adel Landmarks Limited, Corporate Debtor, under the provisions of Section 30(6) read with Section 31 of the Insolvency & Bankruptcy Code, 2016 (“the Code” or “IBC”) read with Regulation 39(4) of the Insolvency Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for approval of the Resolution Plan in respect of Adel Landmarks Limited, Corporate Debtor submitted by Successful Resolution Applicant, SRA namely Art Constructions Private Limited.

a. At the stage, it is pertinent to mention that IA 1817/2023 seeking approval of resolution plan was heard on 20.11.2025 and the order was reserved. It came to light that the Enforcement Directorate had issued a provisional attachment order on 09.01.2026. The matter was listed for clarification on 20.01.2026 and this Adjudicating Authority passed the following order:

b. Accordingly, the Resolution Professional in compliance of the order dated 20.01.2026 filed an affidavit dated 28.01.2026 stating therein the Status with respect to the properties included in the resolution plan in the light of the provisional attachment order passed by the Enforcement Directorate and an undertaking in the light of the judgment passed by the Hon’ble NCLAT in the case of The Authorized Representative for Granite Gate Properties Private Limited Vs. Mr. Devendra Singh & Ors. Company Appeal (AT) (Ins) no. 1479 OF 2024 with Company Appeal (AT) (Ins) no. 1713 of 2024. The SRA has also filed an affidavit dated 27.01.2026. Further Directorate of Enforcement also filed an affidavit dated 02.02.2026.

c. After considering the submissions made by learned counsel on behalf of Resolution Professional, SRA as well as Directorate of Enforcement, this Adjudicating Authority vide order dated 27.02.2026 considered it appropriate to remand the resolution plan back to the CoC for reconsideration.

d. The operative part of the said order is reproduced below:

e. The SRA filed an appeal against the order dated 27.02.2026 before the Hon’ble NCLAT. The Hon’ble NCLAT vide order dated 16.04.2026 in Company Appeal (AT) (Ins) No. 460 of 2026 , allowed the appeal and remanded the matter back to this Adjudicating Authority with the following observations:

f. Accordingly, this matter was heard afresh.

The Corporate Debtor was incorporated on 24 March 2005 as a Company Limited by Shares (non-governmental company) with CIN: U45203DL2005PLC134375, under the Erstwhile Companies Act, 1956, with the Registrar of Companies, NCT of Delhi and Haryana. The Authorised Share Capital of the Corporate Debtor was Rs. 30,00,00,000/- and the Paid-up Share Capital of the Corporate Debtor was Rs. 27,89,22,000/-. The Registered Office Address of the Corporate Debtor was at B-292, Chandra Kanta Complex, Shop No. 8, Near Metro Pillar No. 161, New Ashok Nagar, Delhi-110096. The Corporate Debtor is a real estate development company engaged in the development of residential and commercial projects. The landholding laws, including the land ceiling acts in the states, restrict the size of land which can be held in any corporate body. To ensure the compliance of such restrictions, the land on which the projects were proposed to be developed was aggregated in various subsidiary companies of the Corporate Debtor.

It is submitted that an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") bearing (IB)-1083(PB)/2018 was filed by the Edelweiss Asset Reconstruction Company Limited, Financial Creditor, against the Adel Landmarks Limited, Corporate Debtor. The said application was admitted by this Adjudicating Authority vide order dated 05.12.2018. Consequently, a moratorium was declared and Mr. Udayraj Patwardhan was appointed as an Interim Resolution Professional and subsequently, he was confirmed as the Resolution Professional.

The Resolution Plan for the amount of Rs. 461.75 Crores (excluding the monetary value of flats, etc., offered to allottees and non-allottees) submitted by the SRA, M/s. Art Constructions Private Limited was approved by the CoC in its 27^th meeting dated 15.09.2022 (e-voting concluded on 06.12.2022) with 82.66% voting share. Thereafter, the Resolution Professional filed IA-IBC-1817/2023 on 20.01.2023 seeking approval of the Resolution Plan under Section 30(6) read with Section 31 of the IBC, 2016 and Regulation 39(4) of the CIRP Regulations, 2016.

It is submitted that the Applicant, in terms of Regulation 6(1) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution for Corporate Persons) Regulations, 2016 ("CIRP Regulations") made a public announcement in Form-A dated December 07, 2018 in Economic Times all India edition (English Language), Navbharat Times- Delhi NCR edition (Regional Language) and Prajavani Bangalore Edition (Regional Edition) on December 08, 2018 to invite claims from the creditors of the Corporate Debtor ("Public Announcement").

After receiving, verifying, and collating the claims received and determining the financial position of the Corporate Debtor, the Applicant constituted the CoC of the Corporate Debtor in terms of Section 18(1)(c) of the Code and reported the same to this Adjudicating Authority vide report dated December 29, 2018. It is stated that the list of creditors has undergone updates multiple times pursuant to the order dated June 06, 2019, passed by this Adjudicating Authority. The list of creditors was lastly updated to reflect claims received and verified up to September 15, 2022. The report certifying the consequent change in the constitution of the CoC has also been filed before this Adjudicating Authority on September 30, 2022.

It is submitted that pursuant to Section 24(3) of the Code read with Regulation 19, Regulation 20 and Regulation 21 of the CIRP Regulations, the Applicant convened the 1^st meeting of the CoC on January 10, 2019 wherein the CoC inter alia, decided to continue and appoint the Applicant as the Resolution Professional ("RP") for the Corporate Debtor through e-voting concluded on January 17, 2019.

In accordance with Regulation 27(1) of the CIRP Regulations, on appointment as the Resolution Professional, the Applicant appointed two groups of registered valuers ("Registered Valuers"), to determine the Liquidation Value and Fair Value of the Corporate Debtor as per Regulation 35 of the CIRP Regulations, which are as follows:

In terms of the duty cast upon the Applicant under Section 25(2)(j) of the Code, on examination of the financial records and review of various transactions undertaken by the erstwhile management of the Corporate Debtor, the Applicant observed certain suspicious transactions including transactions with related parties and others undertaken by the Corporate Debtor which on prima facie basis appeared to be falling under Sections 43, 45, 46, 49, 50 and Section 66 of the Code. In view of the above, for an in-depth examination of the transactions undertaken by the Corporate Debtor, the Applicant appointed M/s Kansal Singla & Associates, Chartered Accountants ("Transaction Auditor") vide engagement letter dated March 25, 2019, on approval of fees by the Committee of Creditors to analyse and examine all the transactions of Corporate Debtor which may come under the ambit of Sections 43, 45, 46, 49, 50 and Section 66 of the Code. The Transaction Auditor submitted its report on October 30, 2019. After examination of the report, the Applicant formed an opinion and filed IA-2157/2021 for avoidance of certain transactions under Section 43 and Section 66 read with Regulation 39(2) of the CIRP Regulations.

The Applicant, in accordance with Regulation 36A of the CIRP Regulations issued Invitation for Expression of Interest ("EOI") for submission of the Resolution Plan for the Corporate Debtor from interested and eligible prospective resolution applicants ("PRA") in Form-G, which was published on April 15, 2019 in Action India and Impressive Times Delhi NCR Edition, Indian Express and Kamyabkalam-Jaipur Edition and Financial Express and Vaarta Bharati-Bangalore Edition (English and Regional Language Newspaper). The last date for submission of Form-G inviting EOIs was April 30, 2019.

It is stated that the members of CoC in the 3^rd CoC meeting dated April 03, 2019, decided to extend the period of CIRP of the Corporate Debtor by a period of 90 days and directed the Applicant to file an application under Section 12(2) seeking extension of the CIRP period of the Corporate Debtor by a period of 90 days. Vide order dated June 13, 2019, passed in CA No. 1141 of 2019, this Adjudicating Authority was pleased to extend the CIRP period of the Corporate Debtor by a period of 90 days expiring on September 1, 2019 ("First Extension").

Pursuant to the publication of Form-G on April 15, 2019, the Applicant received EOI from only one PRA, namely Art Construction Pvt. Ltd., i.e., the Successful Resolution Applicant, in soft copy on April 30, 2019, and hard copy on May 02, 2019. The Applicant also received a letter of request vide email dated April 29, 2019, from Universal Infratech Pvt. Ltd. for extension of the last date for submission of EOI by 14 days. Since the hard copy of the EOI from ACPL was received after the last date of submission and on the request received from Universal Infratech Pvt. Ltd. for extension of the last date for submission of EOI, the members of CoC discussed the agenda to extend the last date of submission of EOI and ratify the submission of EOI of ACPL during the 4^th and 5^th meetings of CoC held on May 09, 2019 and July 24, 2019 respectively. The CoC, during its 5^th meeting held on July 24, 2019, inter alia, resolved to put to a vote (a) condonation of the delay in consideration of the EOI submitted by ACPL after the last date and (b) extend the last date for submission of EOI through e-voting, concluding on August 8, 2019.

It is submitted that on August 5, 2019, the Central Government published the Insolvency and Bankruptcy Code (Amendment) Act, 2019 (No. 26 of 2019) ("Amendment Act, 2019") vide which, Section 25A (3A) was inserted in the Code. The Applicant calculated the voting results of e-voting, concluding on August 8, 2019, based on the Amendment Act, 2019, and the agenda for extending the last date for submission of EOI, which had been approved. The Applicant published the modified Form-G dated August 09, 2019, published on August 10, 2019, inviting EOI from PRAs. The last date for submission of Form-G inviting EOIs was August 20, 2019.

However, vide notification dated August 16, 2019, the Central Government notified August 16, 2019, as the effective date of the Amendment Act, 2019, coming into force. Accordingly, the said resolution for the extension of the last date for submission of EOI was again placed before the CoC for ratification during the 6^th meeting of CoC held on August 22, 2019, which was approved vide e-voting, which concluded on August 28, 2019.

It is contended that even after the publication of modified form-G and extension of timeline for submission of EOI, no new EOI was received for the Corporate Debtor, and ACPL was the only PRA that submitted EOI for the Corporate Debtor. During the 5^th CoC meeting held on July 24, 2019, the members of CoC also resolved to authorise the Applicant to apply to this Adjudicating Authority for exclusion of the period lost due to ongoing litigations, low participation of Class of Creditors, and non-availability of funds. Accordingly, the Applicant filed CA No. 1771 of 2019 seeking exclusion of 159 days from the CIRP period of 270 days lost due to the aforementioned reasons.

During the 7^th meeting of CoC held on August 29, 2019, the members of CoC discussed the draft Request for Resolution Plan ('RFRP') and Evaluation Matrix to be issued in accordance with Section 25(2)(h) of the Code read with Regulation 36B of the CIRP Regulations, at length and the same was approved with certain modifications vide e-voting which concluded on September 05, 2019.20.

It is contended that, at the 10^th meeting of CoC held on October 31, 2019, the members of CoC noted that CA-1771/2019 filed by the Applicant seeking exclusion is pending before this Adjudicating Authority. They further noted that the period of CIRP is coming to an end on October 31, 2019, and therefore directed the Applicant to file an application for extension of CIRP for a period of 90 days beyond the period of 330 days for completion of CIRP in respect of the Corporate Debtor. Accordingly, the Applicant filed CA No. 2575 of 2019 seeking extension of 90 days beyond the period of 330 days under Section 12(3) of the Code.

This Adjudicating Authority, vide order dated December 3, 2019, passed in CA No. 1771/2019 and CA No. 2575/2019 filed by the Applicant seeking exclusion and extension, noted that the period of 330 days had already expired on December 31, 2019. However, keeping in view the aforementioned peculiar facts and circumstances of the case and the judgment passed by the Hon'ble Supreme Court of India in Committee of Creditors of Essar Steel India Limited through its Authorised Signatory vs. Satish Kumar Gupta & Ors., reported in (2020) 8 SCC 531, this Adjudicating Authority extended and granted a fresh period of 180 days w.e.f. November 1, 2019, to complete the process of resolution for the Corporate Debtor ("Second extension/ exclusion").

In view of the order dated December 3, 2019, passed by this Adjudicating Authority, the members of CoC during the 13^th CoC meeting held on January 14, 2020, resolved to authorize the Applicant to publish fresh Form-G for inviting EOΙ from PRAs to submit Resolution Plans for the Corporate Debtor, through e-voting, which concluded on January 20, 2020. Accordingly, the Applicant inter alia published fresh form-G on February 8, 2020, inviting EOI for the Corporate Debtor, to run the parallel and simultaneous process in the CIRPs of the Corporate Debtor and the other 5 Subsidiary Companies, with the last date for submission of EOI being February 24, 2020. Pursuant thereto, the Applicant received EOI from the following three (3) PRAS:

ACPL on February 23, 2020;

NS Software on February 24, 2020; and

Dr. Fresh Assets Limited on February 24, 2020.

In view of the above, the Applicant, on approval by the members of CoC during the fifteenth (15^th) CoC meeting held on March 03, 2020, issued fresh RFRP and Evaluation Matrix on March 12, 2020. The last date for submission of the Resolution Plan as per the said RFRP was April 11, 2020. However, due to unprecedented situation on account of outbreak of pandemic caused by Covid-19 virus and consequent lockdown orders issued by the Central Government and at the requests of the Prospective Resolution Applicants, under intimation to the members of CoC, the last date for submission of the Resolution Plan for the Corporate Debtor was required to be extended multiple times, lastly till July 18, 2020.

The Applicant received the Resolution Plan only from one PRA, i.e., ACPL, on July 18, 2020, which was circulated to the members of CoC on July 22, 2020. It is submitted that the Corporate Debtor holds development rights in several projects; however, the lands on which development is to take place are owned by the subsidiary companies. Details of the projects in which the Corporate Debtor holds development rights are filed along with the Application.

The Resolution Plan, as submitted by ACPL on July 20, 2020, also dealt with the assets of third-party parties, i.e., land of the subsidiary companies, being the landowning companies, which are intertwined with the development rights of the Corporate Debtor and were therefore non-compliant under the provisions of the Code. At the behest of the members of CoC, the observations w.r.t compliance with the Resolution Plan were communicated to ACPL for necessary revisions in the Resolution Plan multiple times in order to achieve resolution for the Corporate Debtor in accordance with the provisions of the Code, read with the provisions of the CIRP Regulations. Accordingly, ACPL submitted replies/ clarifications from time to time on multiple occasions. Pursuant to repeated discussion and opportunities being given by the members of CoC, the revised resolution plan was submitted by the ACPL on September 28, 2021, for the Corporate Debtor.

It is contended that the members of CoC during the 18^th CoC meeting held on July 30, 2020, directed the Applicant to file an appropriate application seeking exclusion/extension in the period of CIRP till November 23, 2020, in alignment with the timeline of the CIRPs of its subsidiaries. Accordingly, the Applicant, on August 10, 2020, filed IA 3924/2020 before this Adjudicating Authority.

It is submitted that pursuant to discussions and negotiations in the subsequent meetings of CoC, the CoC, during its 25^th meeting held on June 16, 2022, instructed ACPL to submit the Modified Resolution Plan in compliance with the provisions of the Code and Regulation 39(1A) of the CIRP Regulations. ACPL vide email dated June 23, 2022, submitted the Modified Resolution Plan, which was circulated by the Applicant to the members of CoC on June 24, 2022.

The Applicant proposed to convene the 26^th CoC meeting on June 30, 2022, to present the Resolution Plan submitted by ACPL. However, on account of several requests from the real estate allottees to convene a meeting with ACPL, the said meeting of the members of CoC, as scheduled, was deferred and postponed. The Applicant organised the meeting of the real estate allottees, ACPL, and the Authorised Representative of Class of Creditors, Mr. Inder Paul Singh Oberoi, on July 2, 2022, wherein the real-estate allottees conveyed their views on the Resolution Plan and sought certain clarifications from ACPL.

Subsequently, pursuant to discussions with the real-estate allottees, the 26^th meeting of the members of CoC was convened by the Applicant on July 28, 2022, wherein the Resolution Plan submitted by ACPL was presented and discussed by the members of CoC. Apart from the observations of the legal advisor of the RP and Applicant, the members of the CoC also conveyed their concerns/views w.r.t. the Resolution Plan submitted by ACPL. The concerns raised by the real-estate allottees during the meeting held on July 02, 2022, were also put forth before the members of CoC by the Authorised Representative of the class of creditors. The CoC meeting was then adjourned for clarification and an addendum from the Resolution Applicant.

The Applicant received the final signed copy of clarification and addendum from the Resolution Applicant on August 23, 2022, and reply to the queries of the CoC on September 10, 2022. The Applicant examined the Resolution Plan submitted by ACPL along with the Addendum submitted on August 23, 2022, as required under Section 30(2) of the Code and found the Resolution Plan submitted on June 23, 2022, read with the Addendum submitted on August 23, 2022, to be compliant with the provisions of the Code and the CIRP Regulations.

It is stated that earlier, the members of CoC in the 8^th CoC meeting held on October 16, 2019, had approved the appointment of M/s KG Somani & Co. LLP ("KG Somani") to examine and confirm the eligibility of the Resolution Applicant to submit a Resolution Plan under Section 29A of the Code. On July 29, 2022, KG Somani submitted its report under Section 29A of the Code, which was circulated to the members of CoC on July 31, 2022, and confirmed the eligibility of ACPL under Section 29A of the Code. The eligibility of ACPL under Section 29A of the Code was also informed to the members of CoC during the 27^th meeting of the CoC held on September 15, 2022.

In terms of Section 30(4) of the Code, the Resolution Plan, read with the Addendum and Clarification, being compliant with the provisions of the Code and relevant regulations, was presented by the Applicant before the members of CoC for their approval, inter alia, with the following agenda item during the 27^th meeting of CoC held on September 15, 2022:

During the 27^th meeting of CoC held on September 15, 2022, the Resolution Plan submitted by ACPL was resolved to be put to e-vote for approval under Section 30 of the Code by the members of CoC of the Corporate Debtor. Since certain members of CoC wanted to seek some more clarifications, which were submitted by ACPL on September 15, 2022, the timeline for e-voting was kept from September 23, 2022, to October 10, 2022, extendable on the request of members of CoC. At the request of the members of CoC, the e-voting on the Resolution Plan submitted by ACPL was extended multiple times and the same was finally concluded on December 6, 2022. Pursuant to the e-voting by the members of CoC, the Resolution Plan submitted by ACPL has been approved by a majority of 82.66% of votes in accordance with Section 30(4) of the Code.

The result of the e-voting was communicated by the Applicant to the members of CoC vide email dated December 07, 2022. The Applicant vide email dated December 7, 2022, communicated the approval of the Resolution Plan by the CoC to ACPL and, in accordance with the terms of the RFRP, issued a Letter of Intent dated December 7, 2022 ("LOI") to ACPL for its unconditional acceptance and execution. The duly signed and executed copy of the LOI by ACPL was received by the Applicant on December 8, 2022.

The results of the voting are as follows:

As per the Form-H, the fair and liquidation value of the assets of the Corporate Debtor are as follows: The Fair Value of the Corporate Debtor is Rs. 483.043 Crores, and the Liquidation Value of the Corporate Debtor is Rs. 361.151 Crores.

During the course of arguments on 20.11.2025, this Adjudicating Authority directed the Resolution Professional to furnish the valuation report. In compliance with the said direction, the Resolution Professional has filed Written Submissions dated 29.11.2025, placing on record the Valuation Reports, as mandated under Regulation 35 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The relevant extracts of the Report are as follows:

The Resolution Applicant has, to the extent possible, considered the interests of all stakeholders of the Corporate Debtor in the following manner:

a. The Resolution Applicant undertakes to pay the unpaid IRP costs in full within 90 days of the Effective Date. The unpaid IRP cost shall be paid in priority to all other payments being proposed in this Resolution Plan.

b. Excess IRP Cost paid shall be adjusted proportionately from the amount proposed to be paid to the Assenting Financial Creditors (other than Homebuyers and Un-allottees) subsequently.

a. There are 15 projects which are ongoing; the list pertaining to the 15 projects is filed along with the Resolution Plan.

b. In case the due amount from the Homebuyer (Total Sales Consideration minus amount already paid) is less than INR 1,00,000/-, the said Homebuyer will not be required to pay any Commitment Amount.

c. Certain Home Buyers of Divine Court, High Rise, Sector 76, Faridabad who have already contributed an amount of INR 1 lakh as advance payment in 2018 which was deposited in the Escrow Account of the Corporate Debtor will also be exempted from payment of the Commitment Amount.

d. The RA shall endeavour to cooperate with the Homebuyers to get the Projects approved for home loans from Banks/NBFCs.

e. The Total Sale Consideration of the said plot/flat/unit will remain as per the respective BBA. GST will be charged extra on all billing post 01.07.2017 as per Applicable laws.

f. The Specifications in the unit/flat/plot, location of the said plot/flat/unit, and the area of the said flat/plot/unit will continue to remain as mentioned in the respective agreed BBA.

g. Homebuyers who have not filed Claims: The Homebuyers who have not filed their Claims shall be treated at par with the Homebuyers who have filed their Claims for the purposes of the implementation of the Resolution Plan. The terms of the approved Resolution Plan will also be binding on the Homebuyers who have not filed Claims.

h. "Un-allottee(s)" has the meaning of those Allottees whose flat, commercial space or any other space has been cancelled and/refund is due to them towards the payment made by them for the purchase of the Flats or Commercial Space or any other space as per the applicable terms;

Treatment of un-allotees: There are certain Homebuyers whose units have been cancelled or have not been allotted, but the refund amount due to them has still not been paid by the Company. The Un-allottees will be paid 100% of the amount due to them as per the terms of their respective BBAs/Booking Forms. The Un-allottees shall be paid a total amount of INR 72 Crores (approximately) towards their amount due, out of which an amount of INR 9 crores per year shall be paid starting at the end of the second year from the Effective date over a period of the next 7 years, and the balance amount shall be paid in the subsequent year.

a. The payment of these amounts to each of the SFCs is based on the projected cash surplus from the respective Projects. The proposed payment schedule is filed along with the Resolution Plan.

b. In case of any such delay in repayment, the SFCs shall be entitled to an additional sum as penal interest @2% p.a. for the period of delay.

c. In case of default by the Company on the agreed repayment schedule for a continuous period of 90 days, the SFCs will have the right to proceed against the Company for the balance settlement amount as per applicable law, including IBC, 2016.

Payment to Unsecured Financial Creditors-USFC: The Unsecured Financial Creditors shall be paid the liquidation value due to them as per Section 30(2) read with Section 53 of the Code.

a. The Resolution Plan provides a specific provision for the Financial Creditor(s) who do not vote in favour of the resolution plan.

b. The amounts due to the Dissenting Financial Creditor(s) shall be discharged in priority to the Assenting Financial Creditors in accordance with Section 30 read with Section 53 of the Code. The dissenting Secured Financial Creditors shall be paid their share of Payment Due to Dissenting Secured Financial Creditors. Any shortfall after Payment Due to Dissenting Secured Financial Creditors will be paid in cash. The dissenting Unsecured Financial Creditors shall be paid the liquidation value due to them in cash. The RA undertakes to infuse additional cash in case of any shortfall in the liquidation value due to the Dissenting Financial Creditors as proposed above.

a. The Operational Creditors and Employee/ Workmen shall be paid in accordance with the provisions of Section 30 of the Code. The liquidation value due to them shall be paid in priority as per Section 30(2) read with Section 53 of the Code.

b. In case the liquidation value due to the Operational Creditors, including Employees and Workmen, is less than INR 1 Lakh, the Resolution Applicant is willing and shall pay an amount of INR 1 Lakh as the Operational Creditors Payment, which will be distributed amongst the operational creditors in the ratio of their admitted claims.

c. The Company shall have no other legal Liability towards any Workmen, Employees, Operational Creditors & Other Creditors with regard to any claims (as defined under the IBC) relating in any manner to the period prior to the Insolvency Commencement Date. The liquidation value due shall be paid as per Section 30 (2) of the Code.

a. The Company has/is likely to have certain contingent liabilities towards certain persons as on the Effective Date, the full amount of such contingent liabilities shall be extinguished, and no amount will be payable to them.

b. In case the Adjudicating Authority orders consideration of payment against such contingent liability or any other claims made by the creditors of the Corporate Debtor, the amounts payable against such liability would be discharged proportionately from the amount allocated to be paid to the creditor in that class in the Resolution Plan.

The Resolution Applicant, along with its Affiliates, shall arrange to infuse an amount up to INR 50 crores into the Corporate Debtor for the purpose of payment of unpaid IRP Cost, Interim Finance Cost, liquidation value due to the unsecured Dissenting Financial Creditors, Renewal Fees, and other requirements/contingencies for the start of construction of the Projects.

As part of the Resolution Applicant’s Commitment, the Resolution Applicant and its Affiliates shall infuse this amount within 90 days from the Effective Date.

Dickey Asset Management Private Limited has confirmed an investment support of INR 50 crore to the Resolution Applicant for the purpose of infusing the aforementioned amount. The said support letter has been filed along with the Resolution Plan.

The Resolution Applicant shall also arrange sufficient funds by way of unsecured loans, as and when required, for the completion of development of the Projects and have an ample source of funds for completion of development of the Projects.

The Resolution Applicant has two projects, one at Sector-49, Faridabad, and another at Sector-103, Gurgaon. The expected free cash flow of these projects shall be utilized to be infused as unsecured loans into the Corporate Debtor, in case any further funds are required for successful implementation of the Resolution Plan, i.e., if there is a deficit in financing the completion of the Projects.

b. Term of the Plan: The Resolution Plan provides for a completion schedule as filed along with the Resolution Plan. Consequent to the completion of the projects, the Resolution Applicant proposes that the Corporate Debtor shall disburse payments to the Creditors as detailed in the plan, which shall be completed within 8 years from the Effective Date.

The Resolution Plan envisages a List of Government Creditors, which has been filed by the SRA as Annexure-2 to the Resolution Plan. This Adjudicating Authority vide order dated 20.11.2025 directed the Resolution Professional to file and provide a break-up of the Government dues. In compliance with the said direction, the Resolution Professional, by way of written submissions dated 29.11.2025, furnished the list of claims received from Government Entities. It is submitted that none of these Government Entities are related parties; all are classified as Unsecured Operational Creditors with 0% voting share in the CoC, having no mutual dues (set-off) and no contingent claims. The list of claims is as follows:

Upon Perusal of the afore-mentioned table, it is evident that the claim/dues of the Employees Provident Fund Organisation (EPFO) will be ‘Payable in priority as per settled jurisprudence and applicable law’.

a. The Resolution Plan provides details of Reliefs and Concessions as set out in clause 29. Reliefs and Concessions sought by the Resolution Applicant, are mentioned at Page No. 49-60 of the Resolution Plan.

b. It is submitted that the Resolution Applicant undertakes to fulfil its obligations under the Resolution Plan, even if the reliefs and concessions are not granted.

a. "Implementation Agency" means a committee which shall comprise:

1 (One) representative of the Secured Financial Creditors;

1 (One) external expert nominated by the Resolution Applicant and the Financial Creditors jointly; and

1 (one) representative of the Resolution Applicant;

b. "Monitoring Committee" means a Committee formed by the Implementation Agency to monitor the Execution of Plan for each Project, which shall comprise:

1 (one) representative of the Homebuyers of the Project;

1 (One) representative of the Resolution Applicant;

1 (one) representative of the Secured Financial Creditor (optional);

c. Section 30(2)(c) of IBC r/w Regulation 38(2)(b) of CIRP Regulations: As on the Effective Date, the current board of Directors of the Corporate Debtor shall be removed, and a new board of Directors consisting of three members nominated by the Resolution Applicant shall be constituted. The Board shall operate under the supervision and guidance of the Implementation Agency. The members of the Implementation Agency and the newly appointed board of Directors shall qualify the provisions as laid down under Section 29A of the Code. These members and the newly appointed board of Directors shall not have the right to sub-delegate or delegate powers vested in them. The fees and the costs incurred by the Implementation Agency for continuing the business of the Company shall be met from the internal accruals of the Company.

d. Section 30(2)(d) of IBC r/w Regulation 38(2)(c) of CIRP Regulations: As on the Effective Date, the Resolution Professional shall cease to be involved in the management and affairs of the Company, and the Implementation Agency shall be constituted. The Implementation Agency shall supervise the implementation of the Plan, and shall be required and entitled to do all such acts, deeds, matters and things as may be necessary, desirable or expedient in order to implement and give effect to this Plan in accordance with its terms, and shall act under the supervision of the Adjudicating Authority, the same shall comply with Section 29A of the Code.

a. The Resolution Professional, after examining the Transaction Audit Report, filed a consolidated IA-2157/2021, seeking avoidance of certain transactions under Section 43 and Section 66 of IBC, 2016, read with Regulation 39(2) of the ClRP Regulations, before this Adjudicating Authority. However, upon observing that the said application was a composite one under both Sections 43 and 66 of the Code, and considering the law laid down by the Hon’ble Supreme Court in Anuj Jain v. Axis Bank Ltd., (2020) 8 SCC 401, this Adjudicating Authority directed the Resolution Professional to file separate applications. In compliance, the Resolution Professional filed IA-4596/2024 under Section 25(2)(j) read with Sections 43 and 44 of the IBC, 2016, on 01.02.2024, titled Mr. Udayraj Patwardhan vs. Mr. Sumit Bharana & Ors., seeking restoration and ploughing back of amounts totalling ₹168,78,91,000/- (Rupees One Hundred Sixty-Eight Crore Seventy-Eight Lakh Ninety-One Thousand Only). Additionally, IA-4598/2024 was filed under Section 25(2)(j) read with Sections 66 and 67 of the IBC, 2016, on 01.02.2024, titled Mr. Udayraj Patwardhan vs. Mr. Sumit Bharana & Ors., seeking recovery, restoration, and ploughing back of amounts aggregating to ₹1035,86,33,000/- (Rupees One Thousand Thirty-Five Crore Eighty-Six Lakh Thirty-Three Thousand Only). Consequently, IA-2157/2021 stands disposed of by Order dated 18.10.2024.

b. Regulation 38(2)(d): The Resolution Applicant has been informed that an audit of transactions has been conducted under Sections 43 to 50 and Section 66 of IBC, 2016. In case any recovery action is initiated by the Resolution Professional under the said sections, the Resolution Professional may continue to pursue the said proceedings till finality in accordance with the provisions of the Code and the Resolution Applicant/Corporate Debtor will be under no obligation to fund the same. In case of any recoveries made from these proceedings to the Corporate Debtor, the amounts will be utilised for the benefit of the Committee of Creditors unless otherwise prescribed in the Adjudicating Authority's order.

It is pertinent to mention hereunder that Edelweiss Asset Reconstruction Company Limited the original Financial Creditor has assigned the loan to Asset Care & Reconstruction Enterprise Limited (ACRE) vide Assignment Agreement dated 07.02.2025.

On a query raised by the Bench with regard to the pending PUFE applications, Mr. Daksh Jain, Assistant Manager, appeared on behalf of the CoC and submitted that ACRE is having 25.08% voting share in CoC and confirmed that ACRE will contribute for the legal cost to pursue the pending PUFE applications. It is further clarified that the contribution will be reimbursed out of the recovery made by in the PUFE applications.

This Adjudicating Authority vide order dated 30.04.2024 disposed of IA-4648/2020 titled Mr. K.H. Khan and Ors. vs. Sri Udayraj Patwardhan, filed by the Applicants, namely Mr. K. H. Khan and Mrs. Shaheda Begum (wife of Mr. K. H. Khan), who being the owners, sought removal/exclusion of the immovable property admeasuring 36 acres 04 Guntas lands situated at Kengeri Village, Kengari Hobli, Bangalore, South Taluk (“Schedule Property”) from the asset development pool of the Corporate Debtor (CD).

It is a matter of record that by the same order dated 30.04.2024, this Adjudicating Authority also allowed Ivn.P.-58/2023 titled M/s. Art Constructions Private Limited, filed by Art Constructions Private Limited, the Successful Resolution Applicant (SRA), for intervention in IA-4648/2020.

Aggrieved by the order dated 30.04.2024 in Ivn.P.-58/2023 and IA-4648/2020, the Applicants preferred two appeals before the Hon’ble NCLAT, being Company Appeal (AT) (Insolvency) No. 1116 of 2024 (K.H. Khan & Anr. vs. Art Constructions Pvt. Ltd. & Ors.) and Company Appeal (AT) (Insolvency) No. 1117 of 2024 (K.H. Khan & Anr. vs. Udayraj Patwardhan). The Hon’ble NCLAT, Principal Bench, New Delhi, vide order dated 14.11.2024, dismissed both appeals and held as follows:

Challenging the order dated 14.11.2024 of the Hon’ble NCLAT, the Applicants filed Civil Appeal No. 994-995/2025 titled K.H. Khan & Anr. vs. Art Constructions Pvt. Ltd. & Ors. before the Hon’ble Supreme Court. The Hon’ble Supreme Court, vide interim order dated 31.01.2025, directed as under:

On 05.06.2025, the order dated 31.01.2025, passed by the Hon’ble Supreme Court in Civil Appeal No. 994 and 995 of 2025 was brought to the notice of this Adjudicating Authority. Consequently, this Adjudicating Authority therefore directed the Resolution Professional to file an affidavit, indicating therein that the scheduled property in question will be kept aside of the resolution plan and will not be dealt with in the CIRP process in CP No. IB 1083(PB)/2018. In compliance with the order dated, the Resolution Professional filed an Affidavit dated 11.06.2025, stating the following:

On 12.06.2025, Ld. Counsel appearing on behalf of Mr. K.H. Khan & Anr., objected to the affidavit dated 11.06.2025, contending that the contents of Paragraph 13 of the said affidavit is ambiguous and need clarification. Therefore, Ld. Counsel appearing for the Resolution Professional undertook to file a proper affidavit. In Compliance with the order dated 12.06.2025, the Resolution Professional filed a proper Affidavit dated 15.07.2025, submitting the following:

During the course of arguments on 08.08.2025, Ld. Counsel appearing on behalf of Mr. K. H. Khan submitted that the affidavit dated 15.07.2025 filed by the Resolution professional is not in accordance with the directions passed by the Hon’ble Supreme Court in its order dated 31.01.2025. Therefore, Ld. Senior Counsel sought time to file a better affidavit in accordance with the directions passed by the Hon’ble Supreme Court.

In compliance with the order dated 08.08.2025, the Resolution Professional filed an Affidavit dated 06.10.2025 and placed on record the Order dated 19.09.2025 passed by the Hon’ble Supreme Court. By order dated 19.09.2025, the Hon’ble Supreme Court modified its earlier order dated 31.01.2025 and disposed of IA NO. 211689 OF 2025 filed by the SRA. The order dated 19.09.2025 is reproduced below:

IA-5717/2024- BPTP Limited vs. Mr. Udayraj Patwardhan

a. This Adjudicating Authority vide order dated 05.06.2025 dismissed IA-5717/2024 titled BPTP Limited vs. Mr. Udayraj Patwardhan, filed by the Applicant, namely BPTP Limited (formerly known as M/s Countrywide Promoters Pvt. Ltd.), a Dissenting Unsecured Financial Creditor holding 2.10008% voting share in the CoC of the Corporate Debtor in CIRP. The relevant portion of the said order is reproduced below:

b. In Compliance of the order dated 05.06.2025, the Resolution Professional filed an Affidavit dated 11.06.2025 and submitted that:

c. The Resolution Professional, in its Written Submissions dated 29.11.2025, has stated that the SRA has filed Company Appeal (AT) (Ins) No. 1122 of 2025 and BPTP Limited (formerly known as M/s Countrywide Promoters Pvt. Ltd.) has filed Company Appeal (AT) (Ins) No. 1278 of 2025 before the Hon’ble NCLAT against the order dated 05.06.2025. Upon perusal of the records, it is noted that both appeals are presently pending adjudication before the Hon’ble NCLAT, and no stay has been granted as of date.

IA-2670/2023- M/s. Indo Jatalia Holdings Limited (earlier filed by M/s. SICOM Limited) vs. Mr. Udayraj Patwardhan & Ors.

a. This Adjudicating Authority vide order dated 08.10.2024 dismissed IA-2670/2023 titled M/s. Indo Jatalia Holdings Limited (earlier filed by M/s. SICOM Limited) vs. Mr. Udayraj Patwardhan & Ors., filed by the Applicant, namely M/s. Indo Jatalia Holdings Limited (earlier filed by M/s. SICOM Limited), a Dissenting Financial Creditor holding 3.95% voting share in the CoC of the Corporate Debtor in CIRP. The relevant portion of the said order is reproduced below: *****

b. The Resolution Professional, in its written submissions dated 29.11.2025, has stated that no appeal has been filed before the Hon’ble NCLAT.

It is a matter of record that the CIRP of the Corporate Debtor, Adel Landmarks Limited, commenced upon admission of a Section 7 petition filed by the Financial Creditor, Edelweiss Asset Reconstruction Company Limited, as per order dated 05.12.2018. The RP in accordance with Regulation 36A of the CIRP Regulations issued EOI for submission of the Resolution Plan from interested and eligible prospective resolution applicants ("PRA") in Form-G, which was published on April 15, 2019. Resolution Plan for the amount of Rs. 461.75 Crores (excluding the monetary value of flats, etc., offered to allottees and non-allottees) submitted by the SRA, M/s. Art Constructions Private Limited was approved by the CoC in its 27^th meeting dated 15.09.2022 (e-voting concluded on 06.12.2022) with 82.66% voting share. The Resolution Professional filed IA-1817/2023 for seeking approval of resolution plan.

It is a well settled principle of law as laid down by the Hon’ble Supreme Court of India that the Adjudicating Authority (NCLT) or the Appellate Authority (NCLAT) cannot sit in appeal over the commercial wisdom of the CoC in the case of “Vallal RCK vs. M/s. Siva Industries and Holdings Limited and Others, Civil Appeal Nos. 1811-1812 of 2022” wherein the Hon’ble Supreme Court has held as under:

As laid down in the various pronouncements of the Hon’ble Supreme Court of India mentioned above, it is clear that the “Commercial wisdom of CoC” is given paramount status. This Adjudicating Authority is not endowed with the powers of jurisdiction or authority to analyse or evaluate the commercial decision of the CoC. The Resolution Plan submitted by the Successful Resolution Applicant, namely, Art Constructions Private Limited, was approved by the CoC in its 27^th meeting dated 15.09.2022 (e-voting concluded on 06.12.2022) by 82.66% voting in respect of the CIRP of the Corporate Debtor, after considering its feasibility and viability, this Adjudicating Authority cannot interfere in the same.

We do not find anything on record to suggest that there has been any violation of provisions of Section 30(2) of the Code. For the sake of convenience and ready reference, sub-section (2) of section 30 of the Code is extracted hereinunder:

On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Sections 25(2)(h), 29A, 30(2), 30(4) and 31(1) of the IBC and also complies with Regulations 35A, 36B(4A), 37, 38(1), 38(1A), 38(1B), 38(2), 38(3), 39(1), 39(2) and 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations,2016. The Applicant/RP has filed a Compliance Certificate in the prescribed Form, i.e., Form-H, as per the Resolution Plan in compliance with Regulation 39(4) of the CIRP Regulations.

The Applicant/RP submitted that the Successful Resolution Applicant is not disqualified under Section 29A of the Code to submit the Resolution Plan, as required by Regulation 39(1)(a) of the CIRP Regulations. A separate undertaking has also been submitted along with the EoI by the Successful Resolution Applicant, as mandated in terms of Regulation 39(1)(c) of the CIRP Regulations.

We also find that clause 2.45 of the Resolution Plan provides for constituting a monitoring committee which shall be formed by the implementation agency to monitor the execution of plan for each project and it shall comprise of :

1 (one) representative of the Homebuyers of the Project;

1 (One) representative of the Resolution Applicant;

1(one) representative of the Secured Financial Creditor (optional);

On a query raised by the Bench, Learned Senior Counsel appearing for the Resolution Professional and Learned Counsel appearing for the SRA fairly submitted that the monitoring committee will be in place till the plan is fully implemented/till the final handover of the units to the Homebuyers.

The present application has been filed with bonafide means, in the interest of justice and to advance the objectives of the Code.

The IA(IBC)-1817-2023, which is for approval of the Resolution Plan, is allowed, and the Resolution Plan of Rs. 461.75 crores (The amount includes consideration of Rs. 192.20 crores proposed for the Bangalore Project, which is under litigation and does not include the monetary value of flats, etc., offered to allottees and non-allottees) is approved. The Resolution Plan shall form part of this Order. Regulatory fee of 0.25% to IBBI (if applicable) shall be paid separately. “Effective Date” means the date on which this Resolution Plan is approved by this Adjudicating Authority under Section 31 of the Code.

We reiterate and direct that as held by the Hon’ble Supreme Court, the Schedule Property (immovable property admeasuring 36 acres 04 Guntas lands situated at Kengeri Village, Kengari Hobli, Bangalore, South Taluk), will be subject to the final orders passed by the Hon’ble Supreme Court in the Civil Appeal No. 994-995/2025, titled K.H. Khan & Anr. vs. Art Constructions Pvt. Ltd. & Ors. and the Resolution Plan submitted by Art Constructions Private Limited, Successful Resolution Applicant will have no bearing on the above-mentioned Schedule Property. Further, no third-party rights on the subject Schedule Property will be created pending disposal of the civil appeal(s).

We reaffirm and direct that, in compliance with the Affidavit dated 11.06.2025 filed by the Resolution Professional and the order dated 05.06.2025 passed by this Adjudicating Authority in IA-5717/2024 titled BPTP Limited vs. Mr. Udayraj Patwardhan, the SRA and the Resolution Professional shall not include or deal with the 30 flats in question. These 30 flats shall be kept aside and shall not be sold, alienated, transferred, or possession parted with, in respect of the flats constructed in the Project Era Divine Court at Sector 76, Faridabad, until further orders are passed by the Learned Arbitrator.

We reiterate that the claim/dues of the Employees’ Provident Fund Organisation (EPFO) are payable in priority, as categorically held by the Hon’ble National Company Law Appellate Tribunal (NCLAT) in Jet Aircraft Maintenance Engineers Welfare Association v. Ashish Chhawchharia, Resolution Professional of Jet Airways (India) Ltd. & Ors., Company Appeal (AT) (Insolvency) No. 752 of 2021, decided on 21.10.2022. The Hon’ble Appellate Tribunal, while adjudicating upon the issue, reaffirmed that provident fund dues constitute a statutory first charge and must necessarily be satisfied in priority over other claims, in consonance with settled jurisprudence and the applicable statutory framework. The relevant portion of the order dated 21.10.2022 passed by the Hon’ble NCLAT is reproduced below:

In view of the above, the Successful Resolution Applicant is directed to make payment of Rs. 11,44,06,765/- to the Employees Provident Fund Organisation (EPFO) of provident fund dues/claims as admitted by the Resolution Professional.

We direct that, in strict compliance with Regulation 38(2)(a) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Successful Resolution Applicant shall implement the approved Resolution Plan from the Effective Date, i.e., the date of its approval by the Adjudicating Authority, as expressly affirmed by the Successful Resolution Applicant in the mandatory contents as provided under the Resolution Plan.

The Resolution Plan is binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan, so that the revival of the Corporate Debtor Company shall come into force with immediate effect.

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

The reliefs, concessions and waivers sought by the SRA will be dealt with strictly as per law taking into consideration the decision of the Hon'ble Supreme Court in the matter of Embassy Property Development Private Limited v. State of Karnataka & Ors., Civil Appeal No. 9170 of 2019, this Adjudicating Authority is not inclined to granting any relief prayed for except that is provided in the case itself and direct the Successful Resolution Applicant to file necessary application before the necessary forum/ authority in order to avail the necessary relief and concessions, in accordance with respective laws. The relevant part of the judgement is reproduced below:-

As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Successful Resolution Applicant is directed to do the same within one year as prescribed under Section 31(4) of the Code.

In case of non-compliance of this order or withdrawal of the Resolution Plan within the stipulated time, in addition to other consequences which follow under law, the CoC shall forfeit the EMD already paid by the SRA as well as the PBG.

The Monitoring Committee [as defined in Para 7(b)] and the Implementation Agency [as defined in Para 7(a)], as envisaged under the approved Resolution Plan, shall be constituted by the Applicant/Resolution Professional within a period of seven (07) days from the date of pronouncement of this Order. Upon constitution, the said Committee and Agency shall undertake all requisite measures to ensure the effective implementation of the Resolution Plan. The Successful Resolution Applicant (SRA) is directed to hand over possession of the residential units to the respective Home Buyers/Allottees strictly in accordance with the timelines stipulated in the Resolution Plan, as sanctioned by this Adjudicating Authority. Furthermore, the Monitoring Committee and the Implementation Agency shall oversee and supervise the construction activities pertaining to the residential units and associated infrastructure on a day-to-day basis. The monitoring committee shall submit quarterly reports to the Adjudicating Authority regarding the status of implementation of resolution plan as per Regulation 38(4)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016.

The RP shall submit the records collected during the commencement of the CIRP to the Insolvency and Bankruptcy Board of India (“IBBI”) for their record.

Liberty is hereby granted for moving appropriate application(s), if required in connection with the implementation of this Resolution Plan.

A copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies (RoC), NCT of Delhi & Haryana. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the 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 Resolution Professional shall stand discharged from his duties with effect from the date of this Order, save and except those duties that are enjoined upon him for implementation of the approved Resolution Plan.

Further, in terms of the Judgment of the Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited Civil Appeal No. 8129 of 2019, wherein the Hon’ble Supreme Court held that on the date of the approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of the Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claims which are not a part of the Resolution Plan.

The Resolution Professional is further directed to hand over all records, premises/factories/documents available with it to the Successful Resolution Applicant to finalise the further line of action required for starting the operations of the Corporate Debtor. The Successful Resolution Applicant shall have access to all the records and premises through the Resolution Professional to finalise the further course of action required for starting operations of the Corporate Debtor.

The Registry is hereby directed to send copies of the order forthwith to the IBBI, all the parties and their Ld. Counsel for information and for taking necessary steps.

Certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities. No order as to costs.

The Resolution Plan is approved for a value of Rs. 461,75,00,000/-(Rupees Four Hundred Sixty-One Crore Seventy-Five Lakhs Only).